exv4w1



 










Exhibit 4.1




TUFCO TECHNOLOGIES, INC.

PROFIT SHARING SAVINGS AND INVESTMENT PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE 1     THE PLAN AND DEFINITIONS	 	 
	1.1
	 	The Plan	 	10
	1.2
	 	Definitions	 	10
	 
	 	ARTICLE 2     ELIGIBILITY AND PARTICIPATION	 	 
	2.1
	 	Eligible Class of Employees	 	15
	2.2
	 	Eligibility Requirements	 	15
	2.3
	 	Entry Dates	 	15
	2.4
	 	Termination of Participation	 	15
	2.5
	 	Participation Upon Reemployment	 	15
	2.6
	 	Participation Following a Change in Status	 	16
	 
	 	ARTICLE 3     CONTRIBUTIONS AND ALLOCATIONS	 	 
	3.1
	 	Contribution and Allocation Restrictions	 	17
	3.2
	 	Elective Contributions	 	17
	3.3
	 	Matching Contributions	 	18
	3.4
	 	Employer Contributions	 	19
	3.5
	 	Allocation of Forfeitures	 	20
	3.6
	 	Rollover Contributions	 	20
	3.7
	 	Participant After-Tax Contributions	 	20
	3.8
	 	Determination of Contributions	 	20
	3.9
	 	Time of Payment of Contributions	 	20
	3.10
	 	Return of Contributions	 	21
	 
	 	ARTICLE 4     VALUATION	 	 
	4.1
	 	Allocation of Income to Accounts	 	22
	4.2
	 	Valuation and Allocation of Participant Loans	 	22
	4.3
	 	Valuation of a Participant’s Account	 	22
	4.4
	 	Valuation of Company Stock	 	22
	 
	 	ARTICLE 5     CONTRIBUTION AND ALLOCATION RESTRICTIONS	 	 
	5.1
	 	Section 415 Limits on Allocations	 	23
	5.2
	 	Top-Heavy Restrictions	 	24
	5.3
	 	Actual Deferral Percentage Test	 	26
	5.4
	 	Actual Contribution Percentage Test	 	27
	5.5
	 	Qualified Nonelective Contributions and Qualified Matching Contributions	 	29







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	 	 	 	 	Page

	5.6
	 	Highly Compensated Employee	 	29
	 
	 	ARTICLE 6     VESTING	 	 
	6.1
	 	Vesting	 	31
	6.2
	 	Forfeitures	 	31
	6.3
	 	Reinstatement	 	31
	 
	 	ARTICLE 7     DISTRIBUTIONS	 	 
	7.1
	 	Timing of Distributions	 	33
	7.2
	 	Form of Payment	 	34
	7.3
	 	Distribution Upon Death	 	35
	7.4
	 	Required Lifetime Distributions	 	35
	7.5
	 	Loans	 	36
	7.6
	 	Hardship Withdrawals	 	37
	7.7
	 	In-Service Withdrawals On or After Age 59-1/2	 	38
	7.8
	 	In-Service Elective Transfers	 	38
	 
	 	ARTICLE 8     ADMINISTRATION OF THE PLAN	 	 
	8.1
	 	Appointment of Separate Administrator	 	39
	8.2
	 	Powers and Duties	 	39
	8.3
	 	Records and Notices	 	40
	8.4
	 	Compensation and Expenses	 	40
	8.5
	 	Limitation of Authority	 	40
	 
	 	ARTICLE 9     ADMINISTRATION OF THE TRUST	 	 
	9.1
	 	Appointment of Trustee	 	41
	9.2
	 	Authorization for Trust Agreement	 	41
	9.3
	 	Participant Direction of Investment of Account	 	41
	9.4
	 	Funding Policy	 	41
	9.5
	 	Voting Rights	 	42
	 
	 	ARTICLE 10     CLAIMS PROCEDURE	 	 
	10.1
	 	Claims Procedures	 	43
	10.2
	 	Application for Benefits	 	43
	 
	 	ARTICLE 11     AMENDMENT AND TERMINATION	 	 
	11.1
	 	Amendment or Restatement	 	44
	11.2
	 	Termination and Discontinuance of Contributions	 	44
	11.3
	 	Distribution Upon Termination	 	44
	11.4
	 	Merger, Consolidation or Transfer of Assets and Liabilities	 	44
	11.5
	 	Distribution Upon Disposition of Assets or Subsidiary	 	45







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	 	 	 	 	 	Page

	 	11.6
	 	Successor Employer	 	45
	 	 
	 	ARTICLE 12     GENERAL PROVISIONS	 	 
	 	12.1
	 	Limitation on Liability	 	46
	 	12.2
	 	Indemnification	 	46
	 	12.3
	 	Compliance with Employee Retirement
Income Security Act of 1974	 	46
	 	12.4
	 	Nonalienation of Benefits	 	46
	 	12.5
	 	Qualified Domestic Relation Orders	 	46
	 	12.6
	 	Employment Not Guaranteed by Plan	 	47
	 	12.7
	 	Form of Communication	 	47
	 	12.8
	 	Facility of Payment	 	47
	 	12.9
	 	Location of Participant or Beneficiary Unknown	 	47
	 	12.10
	 	Service in More Than One Fiduciary Capacity	 	47
	 	12.11
	 	Offset	 	47
	 	12.12
	 	Military Service	 	47
	 	12.13
	 	Construction	 	47
	 	12.14
	 	Retroactive Effective Dates for GUST Amendments	 	48
	APPENDIX A
	AMENDMENT OF THE PLAN FOR EGTRRA	 	 
	APPENDIX B
	IRS MODEL AMENDMENT FOR MINIMUM DISTRIBUTION REQUIREMENTS	 	 







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ARTICLE 1




THE PLAN AND DEFINITIONS





	1.1	 	The Plan. Effective October 1, 1982, Tufco Technologies, Inc. (f/k/a/
Tufco Industries, Inc. prior to October 1, 1996) (the “Company”) adopted
this profit sharing plan to provide retirement benefits for eligible
Employees. As adopted, the Plan incorporates a cash or deferred
arrangement permitted by Code section 401(k).
	 
	 	 	The Company amended and restated the Plan effective October 1, 1997 to
comply with changes to Code sections 401(a) and 401(k). The Plan was
again amended and restated effective October 1, 2002, except for those
provisions, which explicitly state a different effective date. The
restated Plan includes IRS Model Amendments to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and for
minimum required distributions.
	 
	1.2	 	Definitions.






	 	(a)	 	Account. The record of each Participant’s interest in the
Trust Fund, divided into the following subaccounts:






	 	•	 	Elective Contribution Account
	 
	 	•	 	Matching Contribution Account
	 
	 	•	 	Employer Contribution Account
	 
	 	•	 	Rollover Account






	 	(b)	 	Administrator. The Company, which shall control and manage the
operation and administration of the Plan as the named fiduciary. In
accordance with Article 8, the Company may authorize an individual,
or group of individuals, to act as Administrator on its behalf.
	 
	 	(c)	 	Break in Service. A computation period during which a
Participant does not complete more than 500 Hours of Service. The
computation period for measuring breaks in service shall be the same
as for measuring Years of Service.
	 
	 	(d)	 	Code. The Internal Revenue Code of 1986, as amended and
interpreted by applicable regulations and rulings.
	 
	 	(e)	 	Company. Tufco Technologies, Inc., the sponsoring employer, and
any successor, which maintains the Plan. The board of directors of
the Company, or such board members or officers of the Company
authorized by the board of directors, shall act on behalf of the
Company for purposes of the Plan.
	 
	 	(f)	 	Compensation.






	 	(1)	 	In General. Except as otherwise provided, Compensation
shall mean an Employee’s wages from the Employer, which are
required to be reported on the Employee’s IRS Form W-2 for income
tax withholding purposes (or such other amount as required to be
reported under Code sections 6041(d), 6051(a)(3) and 6052).
	 
	 	(2)	 	Exclusion of Certain Items. Compensation as defined
above is reduced by reimbursements or other expense allowances,
fringe benefits (cash and noncash), moving




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	 	 	 	expenses, deferred compensation, welfare benefits, severance pay
and income relating to a Participant’s exercise of stock options.
	 
	 	(3)	 	Inclusion of Elective Contributions. “Compensation”
includes elective deferrals (as defined in Code section
402(g)(3)) and any amount, which is contributed or deferred by
the Employer at the election of the Employee, and not includible
in the gross income of the Employee by reason of Code sections
125, 457 or 132(f)(4).
	 
	 	(4)	 	Additional Rules.






	 	(A)	 	Annual Compensation Limit. The annual
Compensation of each Participant in any Plan Year shall not
exceed the annual compensation limit of Code section
401(a)(17). The annual compensation limit is $200,000 for
2002 as adjusted for increases in the cost of living in
accordance with Code section 401(a)(17)(B), except that the
dollar increase in effect on January 1 of any calendar year
is effective for Plan Years beginning in such calendar
year.
	 
	 	(B)	 	Received While a Plan Participant. For
purposes of contributions pursuant to Article 3 and
sections 5.3 and 5.4 (ADP and ACP testing), the
Administrator may uniformly limit the period for which
Compensation shall be taken into consideration to the
portion of the Plan Year in which the Employee was a
Participant in the Plan.
	 
	 	(C)	 	Compensation For Purposes of Elective
Contributions. For the purpose of determining the amount of contributions that may be made by, or on behalf of, an
active Participant under section 3.2 (Elective
Contributions), Compensation shall be determined in
accordance with section 1.2(f)(1) above, which includes
Participant’s bonus, if any.
	 
	 	(D)	 	Compensation For Purposes of Employer
Contributions. For the purpose of determining the amount
of contributions that may be made by, or on behalf of,
an active Participant under sections 3.4 (Employer
contributions), Compensation shall be determined in
accordance with section 1.2(f)(l) above, excluding a
Participant’s bonus, if any.
	 
	 	(E)	 	Compensation Used for Testing Purposes.
With respect to sections 5.3 (Actual Deferral Percentage
Test), and 5.4 (Actual Contribution Percentage Test),
Compensation shall be determined pursuant to Code 414(s).






	 	(g)	 	Effective Date. October 1, 1982, the date the Plan first
applied to the Company; as to each Employer, the date the Plan first
applied to each Employer.
	 
	 	(h)	 	Elective Contributions. Employer contributions made to the
Plan at the election of the Participant on a pretax basis pursuant to
the cash or deferred arrangement of section 3.2 and which would
otherwise be payable to the Participant in cash.
	 
	 	(i)	 	Employee. Any common law Employee of the Employer or a Related
Employer, including a Leased Employee. The term “Employee” excludes
any person who is not classified by the Employer on its payroll
records as an Employee under Code section 3121(d). This exclusion
applies, but is not limited, to a person classified as an independent
contractor, even if such classification is determined to be erroneous
or is retroactively revised (such as by a governmental agency or
court order). If a person who was excluded from the definition of
Employee is later determined to have been misclassified, the person
shall continue to be




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	 	 	 	treated as a non-Employee for all periods prior to the date the
classification of the person should be revised for purposes of the
Plan.
	 
	 	(j)	 	Employer. The Company, Tufco L.P. (effective as of February
1997) or any other Related Employer which, consistent with
authorization by the Company, has adopted the Plan and any successor
to an Employer which maintains the Plan. By adoption of this Plan,
an Employer shall be deemed to appoint, as its exclusive agent, the
Company and Administrator to exercise on the Employer’s behalf all of
the power and authority conferred by this Plan upon the Employer.
The authority of these agents shall continue until this Plan is
terminated as to the adopting Employer and the relevant Trust Fund
assets have been distributed by the Trustee. The board of directors
of the Employer, or such officers authorized by the board of
directors or, the general partners if the Employer is a limited
partnership, shall act on behalf of the Employer for purposes of the
Plan.
	 
	 	(k)	 	Employment. An individual’s employment with the Employer or
any Related Employer. If an Employee is transferred between Related
Employers, the Employee shall not be deemed to have terminated
Employment.
	 
	 	(l)	 	Five-Percent Owner. An individual who owns (or is considered
owning within the meaning of Code section 318) more than five percent
of the total combined voting power of all stock of the Employer or a
Related Employer, within the meaning of Code section 416.
	 
	 	(m)	 	Hour of Service.






	 	(1)	 	Each hour for which an Employee is paid, or entitled
to payment, for the performance of service for the Employer;
	 
	 	(2)	 	Each hour for which an Employee is paid, or entitled
to payment by the Employer without the performance of service
(regardless of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity
(including disability (as defined in section 6.1)), lay off,
jury duty, military duty, or leave of absence (pursuant to this
paragraph (2), no more than 501 Hours of Service will be
credited for any single continuous period—whether or not such
period occurs in a single Plan Year or other computation
period—and 29 C.F.R. section 2530.200b-2 and 3 shall govern the
determination of an individual’s Hours of Service); and
	 
	 	(3)	 	Each hour for which back pay, regardless of any
mitigation of damages, is either awarded or agreed to by the
Employer.






	 	 	 	The same Hours of Service will not be credited pursuant to paragraphs
(1) or (2), as the case may be, and paragraph (3).
	 
	 	 	 	If the Employer does not maintain records of Hours of Service but
maintains records and compensates an Employee in relation to other
periods of service, that Employee shall accrue the following number
of Hours of Service for the following units of time to which his
Compensation relates:





	 	 	 
	Units of Time
	 	Hours of Service

	day

	 	10 hours
	week

	 	45 hours
	semi-monthly

	 	95 hours
	monthly

	 	190 hours







12









 







	 	 	 	Solely to avoid a Break in Service, an Employee who is absent from
work for maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to such
Employee but for such absence. An absence from work for maternity or
paternity reasons means an absence due to (i) the pregnancy of the
Employee, (ii) the birth of a child of the Employee, (iii) the
placement of a child with the Employee for adoption by the Employee
or (iv) the caring for such child immediately after birth or
placement. The Plan shall credit Hours of Service pursuant to this
paragraph first to the Plan Year in which the absence begins to the
extent necessary to prevent a Break in Service in that Plan Year,
then to the Plan Year following the Plan Year in which the absence
begins. No more than 501 hours will be credited under this
paragraph. If the hours which would have been credited but for an
absence due to maternity or paternity reasons cannot be determined,
the Plan shall credit eight Hours of Service for each day of the
absence. The Plan shall not award Hours of Service pursuant to this
paragraph unless the Employee involved provides the Administrator
such information, as the Administrator reasonably requires to
establish the purpose of the absence as consistent with this
paragraph and to establish the number of days in the absence.
	 
	 	 	 	Hours of Service shall be credited for employment with Related
Employers and as a Leased Employee, except as provided in the Plan’s
definition of Leased Employee. If this Plan is the continuation of a
plan of a predecessor employer, service with such predecessor
employer shall be treated as service with the Employer.
	 
	 	(n)	 	Income. The net gain or loss of the Trust Fund from
investments including, but not limited to, interest, dividends,
rents, profits, realized and unrealized gains and losses and expenses
of the Plan or Trust Fund paid from the Trust Fund. To determine the
Income of the Trust Fund for any period, the Trustee shall value the
Trust Fund on the basis of its assets’ fair market value.
	 
	 	(o)	 	Leased Employee. Any person who has performed services for
the Employer or a Related Employer on a substantially full-time basis
for a period of at least one year in accordance with an agreement
between the Employer and the leasing organization and under the
primary direction or control of the recipient Employer.
	 
	 	 	 	When a Leased Employee ceases to provide services pursuant to an
agreement between the Employer or Related Employer and a leasing
organization but continues to work under the direction of the
Employer or Related Employer, the Employer or Related Employer may
reclassify the Leased Employee as an Employee, in which case such
Employee shall receive credit for purposes of eligibility and vesting
for the entire period for which he has performed services for the
Employer or Related Employer.
	 
	 	 	 	Any person who the Employer or Related Employer classifies as a
Leased Employee shall not receive credit for eligibility and vesting
purposes under this Plan for his period as a Leased Employee if:






	 	(1)	 	the number of persons who the Employer or Related
Employer classifies as Leased Employees constitute less than 20%
of the Employer or Related Employer’s non-highly compensated
work force within the meaning of Code section 414(n)(5)(C)(ii);
and
	 
	 	(2)	 	such person is covered by a money purchase pension
plan maintained by the leasing organization providing:






	 	(A)	 	a nonintegrated company contribution rate
of at least 10% of compensation as defined in section
5.1(c);






13









 






	 	(B)	 	immediate participation for each employee
of the leasing organization (other than employees who
perform substantially all their services for the leasing
organization); and
	 
	 	(C)	 	full and immediate vesting.






	 	(p)	 	Normal Retirement Age. The later of a Participant’s attainment
of age 65 or the 5th anniversary of the first day of the first Plan
Year in which the Participant began participating in the Plan.
	 
	 	(q)	 	Participant. An Employee who has satisfied the eligibility and
participation requirements of Article 2 of the Plan. Where
appropriate, the term “Participant” also includes Participants who
are no longer eligible to actively participate under the provisions
of Article 2, beneficiaries of a deceased Participant, or an
alternate payee, as defined in Code section 414(p)(8), for whom an
Account exists which has not been distributed or forfeited in total.
	 
	 	(r)	 	Plan. The Tufco Technologies, Inc. Profit Sharing Savings and
Investment Plan, as stated in this document and as amended from time
to time.
	 
	 	(s)	 	Plan Year. The period beginning on the Effective Date and
ending on September 30, 1983, and the 12-consecutive month period
ending on each subsequent September 30.
	 
	 	(t)	 	Related Employer. A Related Employer shall mean:






	 	(1)	 	Any corporation, trade or business, which is a member
of a controlled group of corporations (as defined in Code section
414(b)) which includes the Company;
	 
	 	(2)	 	Any trade or business (whether or not incorporated)
which is under common control (as defined in Code section
414(c)) with the Company;
	 
	 	(3)	 	Any organization (whether or not incorporated) which
is a member of an affiliated service group (as defined in Code
section 414(m)) which includes the Company; or
	 
	 	(4)	 	Any other entity required to be aggregated with the
Company pursuant to regulations under Code section 414(o).






	 	(u)	 	Trust Fund. The assets of the Plan held in trust by the
Trustee.
	 
	 	(v)	 	Trustee. The person(s), or entity holding the assets of the
Plan in trust.
	 
	 	(w)	 	Valuation Date. The last day of the Plan Year and each
business day of the Plan Year or such other dates as the
Administrator determines for the purpose of valuing the Trust Fund
pursuant to Article 4.
	 
	 	(x)	 	Year of Service. A Plan Year in which an Employee completes at
least 1,000 Hours of Service. Years of Service shall include an
Employee’s prior service with an entity acquired by the Company or an
Employer.




14









 











ARTICLE 2




ELIGIBILITY AND PARTICIPATION





	2.1	 	Eligible Class of Employees. This Article 2 refers to Employees
eligible to participate in the Plan as “Eligible Employees.” An Eligible
Employee is any Employee of the Employer who is not a limited term,
seasonal employee, as classified by an Employer or a nonresident alien who
receives no U.S. source earned income. An individual who is performing
services for the Employer under a leasing agreement, including a Leased
Employee, shall not be eligible to participate in the Plan.
	 
	 	 	If a person who provides services to a Participating Employer is
misclassified as other than an Eligible Employee, then the person will not
become eligible for benefits under this Plan until such time as the
classification is corrected by the Participating Employer. Any such
correction of worker classification shall not have retroactive effect.
	 
	2.2	 	Eligibility Requirements.






	 	(a)	 	Employees Hired After October 1, 1998. An Eligible Employee
hired after October 1, 1998 shall participate in the Plan as of the
applicable entry date identified in section 2.3 below on or after he
has completed the required “period of eligibility service.” The
required “period of eligibility service” shall be the six consecutive
month period beginning on the date the Employee first performs an
Hour of Service, provided the Employee completes at least 500 Hours
of Service during such period. If an Eligible Employee does not
complete 500 Hours of Service during his first six months of
Employment, the required “period of eligibility service” shall mean
either (1) the 12 consecutive month period beginning on the date the
Employee first performed an Hour of Service during which the employee
completes at least 1,000 Hours of Service, or (2) any Plan Year
beginning on or after the date the Employee first performs an Hour of
Service during which he completes at least 1,000 Hours of Service.
	 
	 	(b)	 	Employees Hired Prior to October 1, 1998. An Eligible Employee
hired prior to October 1, 1998, shall participate in the Plan as of
the entry date identified in section 2.3 below upon the completion of
six consecutive calendar months of Employment.
	 
	 	(c)	 	One-Time Entry Window. Any Active Eligible Employee who was
hired on or before October 1, 2002 and was not a Participant in the
Plan as of October 1, 2002 shall participate in the Plan on October
1, 2002.






	2.3	 	Entry Dates. An Eligible Employee who has completed the Plan’s
eligibility requirements becomes a Plan Participant on the first day of
the Plan Year quarter coincident with or immediately following the date
the Employee satisfied the Plan’s eligibility requirements.
	 
	2.4	 	Termination of Participation. On the date a Participant’s Employment
terminates the Participant shall be deemed an inactive Participant.
Status as an inactive Participant shall continue until the date the Plan
has satisfied all liabilities with respect to the inactive Participant.
An inactive Participant shall not be eligible for contributions made
pursuant to Article 3.
	 
	2.5	 	Participation Upon Reemployment. If a former or inactive Participant
resumes Employment, he shall immediately participate in the Plan provided
he is employed as an Eligible Employee. If a former Employee, who
satisfied the requirements of section 2.2 but was not an Employee on the
appropriate entry date set forth in section 2.3, resumes active
Employment, he shall immediately participate in the Plan provided he is
employed as an Eligible Employee. The rehired Employee shall be entitled
to make Elective Contributions as soon as administratively possible
following return to participation in the Plan.




15









 






	2.6	 	Participation Following a Change in Status.






	 	(a)	 	Employees Who are Members of an Ineligible Class. An Employee
who cannot participate in the Plan because he is not an Eligible
Employee shall immediately become a Participant upon a change in
status to an Eligible Employee, provided he has satisfied the
eligibility requirements of sections 2.2 and 2.3.
	 
	 	(b)	 	Participants Who Become Members of an Ineligible Class. If a
Participant is no longer an Eligible Employee because he becomes a
member of an ineligible class of Employees, then his participation in
the Plan will be suspended. During the period of suspension, his
Account will not be entitled to receive any contribution allocations
pursuant to Article 3. However, he may continue to be credited with
Years of Service for vesting purposes. The inactive Participant will
immediately resume participation in the Plan if he again becomes an
Eligible Employee.




16









 











ARTICLE 3




CONTRIBUTIONS AND ALLOCATIONS





	3.1	 	Contribution and Allocation Restrictions. All contributions and
allocations provided for in this Article 3 are subject to the limitations
and restrictions recited in Article 5.
	 
	3.2	 	Elective Contributions. The Employer shall contribute a Participant’s
Elective Contributions to the Plan. Elective Contributions must be
deferred before becoming currently available to the Participant and after
the cash or deferred arrangement of this Plan is adopted and effective.
Elective Contributions may be contributed to the Plan only if the amounts
would have been received in cash by the Participant in the Plan Year or
are attributable to services performed by the Participant in the Plan
Year, and but for the Participant’s election, would have been received
within 2-1/2 months following the end of the Plan Year.






	 	(a)	 	Enrollment. The initial enrollment date shall be the entry
date on which an Employee first becomes a Plan Participant, as
defined in section 2.3. After the initial enrollment date,
Participants may enroll to make Elective Contributions at such time
and in a manner approved by the Administrator. A Participant shall
enroll, in a manner approved by the Administrator, by directing the
Employer to make Elective Contributions. A Participant’s election
authorizing Elective Contributions will remain in effect until
amended or discontinued.
	 
	 	(b)	 	Amount. A Participant’s Elective Contributions for a Plan Year
under this Plan and all other cash or deferred arrangements of the
Employer may not exceed the lesser of (1) a percentage of the
Participant’s Compensation as determined by the Administrator or (2),
for each calendar year, the dollar limitation of Code section 402(g)
as in effect for such calendar year.
	 
	 	(c)	 	Allocation. The Administrator shall allocate Elective
Contributions to the Elective Contribution Accounts of the
Participants for whom such contributions were made.
	 
	 	(d)	 	Revoking an Election to Contribute. A Participant may revoke
his election to make Elective Contributions and again enroll at such
time and in a manner approved by the Administrator.
	 
	 	(e)	 	Election to Change Contribution Amount. A Participant may
increase or decrease the amount of his Elective Contributions at such
time and in a manner approved by the Administrator.
	 
	 	(f)	 	Return of Excess Deferrals. A Participant may notify the
Administrator, or the Employer will designate on behalf of the
Participant, that the Participant has made excess deferrals for a
calendar year. The Administrator shall direct the Trustee to
distribute to the Participant the amount of any excess deferrals
allocable to the Plan, plus or minus any Income allocable to the
excess deferrals up to the close of the calendar year in which the
deferrals were made. Distribution of excess deferrals shall occur by
the April 15 immediately following the close of the calendar year in
which the excess deferrals were contributed to the Plan. The amount
of “excess deferrals” for any calendar year shall equal (1) the sum
of amounts contributed to the Plan as Elective Contributions on
behalf of the Participant plus amounts deferred by the Participant
pursuant to other arrangements described in Code sections 401(k),
408(k), 402(h)(1)(B), 408(p)(2) and 403(b), minus (2) the Code
section 402(g) limit in effect for such year.
	 
	 	 	 	Income allocable to excess deferrals shall be determined under any
reasonable method used for allocating Income to all Participants’
Accounts as applied consistently to all Participants for the Plan
Year. The Administrator may determine Income by multiplying Income
allocable




17









 






	 	 	 	to the Participant’s Elective Contribution Account for the
calendar year by a fraction, the numerator of which is such
Participant’s excess deferrals for the year and the denominator of
which is the Participant’s Account balance attributable to Elective
Contributions as of the beginning of the calendar year plus the
Participant’s Elective Contributions for the calendar year.
	 
	 	 	 	To the extent required by law, any matching contributions, which are
related to excess deferrals distributed in accordance with this
paragraph, shall be declared a forfeiture as of the end of the Plan
Year in which the excess deferrals are distributed (even if the
Participant is vested in such matching contributions), except to the
extent the matching contribution is an excess aggregate contribution
which instead is distributed to a highly compensated Participant in
accordance with Article 5.






	3.3	 	Matching Contributions.






	 	(a)	 	Qualifying Participants. The Plan refers to Participants who are
entitled to an allocation of matching contributions pursuant to this
section as “Qualifying Participants.” A Participant is a Qualifying
Participant if the Participant makes Elective Contributions to the
Plan in the Plan Year for which the matching contributions are
allocated.
	 
	 	(b)	 	Amount. The Employer may contribute a “matching contribution”
to the Trust Fund for each Plan Year. The amount of the matching
contribution, if any, shall equal the amount or percentage of
Compensation determined by the Employer to match all or part of the
Elective Contributions made for the Plan Year by Qualifying
Participants.
	 
	 	(c)	 	Allocation. The Administrator shall allocate matching
contributions to the Matching Contribution Accounts of Qualifying
Participants at such times as determined by the Administrator, but no
less frequently than as of the last day of the Plan Year.
	 
	 	 	 	As of the last day of each Plan Year or such other period as the
Administrator determines to be administratively feasible, the
Administrator may allocate a “make-up matching contribution” to the
Matching Contribution Accounts of Qualifying Participants whose
aggregate matching contribution allocations for the Plan Year are
less than the amount they would otherwise have received as matching
contributions had the Participant’s Elective Contributions been made
in substantially the same amount throughout the Plan Year or had the
Participant’s Elective Contributions not been reduced, whether or not
due to Code section 402(g) limits. The amount of such make-up
matching contribution shall be the difference between the amount
allocated to the Participant’s Matching Contribution Account for such
Plan Year and the amount that would have been allocated to the
Participant’s Matching Contribution Account for such Plan Year if the
Participant’s Elective Contributions had been made in substantially
the same amount over the entire Plan Year.
	 
	 	(d)	 	Suspension, Reduction or Elimination of Matching Contributions.
The Company may act to suspend, reduce or eliminate matching
contributions to be made by the Employer and may rescind such action
at any time.




18









 












	3.4	 	Employer Contributions.






	 	(a)	 	Qualifying Participants. The Plan refers to Participants whose
Accounts are entitled to an allocation pursuant to this section as
“Qualifying Participants.” Each Participant is a Qualifying
Participant provided the Participant:






	 	•	 	is classified by the Company as a “Tier Five” or “Tier
Six” Employee at the Newton, NC facility or a “Tier Six” Employee
at the Green Bay, WI facility for the Plan Year for which the
contribution is made;
	 
	 	•	 	is employed by the Employer on the last day of the Plan Year; and
	 
	 	•	 	completes at least 1,000 Hours of Service in such Plan Year, or
	 
	 	•	 	effective on or after January 1, 2004, terminates
Employment prior to the last day of the Plan Year because of
death, disability (as defined in section 6.1) or attainment of
Normal Retirement Age and completes a pro rata portion of 1,000
Hours of Service during the Plan Year.






	 	 	 	If, as a result of the application of this subsection (a), the Plan
would fail to satisfy Code section 410(b)(1) for a Plan Year, the
Administrator, as of the last day of the Plan Year, shall also
consider as Qualifying Participants for the Plan Year the individuals
described below in the order listed and only to the extent necessary
to satisfy Code section 410(b)(1):






	 	(1)	 	Participants employed by the Employer on the last day
of the Plan Year who failed to complete 1,000 Hours of Service
beginning with Participants who completed 999 Hours of Service
in the Plan Year and continuing in order of Participants with
the greatest number of Hours of Service down to 501 Hours of
Service; and
	 
	 	(2)	 	Participants who terminated Employment prior to the
last day of the Plan Year after completing 501 or more Hours of
Service beginning with Participants who completed the greatest
number of Hours of Service in the Plan Year and continuing in
order of Participants with the greatest number of Hours of
Service down to 501 Hours of Service.






	 	(b)	 	Amount. The Employer may contribute an “Employer contribution”
to the Trust Fund for each Plan Year. The amount of the
contribution, if any, for a Plan Year shall equal the amount
determined by the Company. The Company may designate different
contribution amounts for different geographic locations or divisions,
provided the contribution benefit Participants in a nondiscriminatory
manner in accordance with Code section 401(a)(4).
	 
	 	(c)	 	Allocation. The Administrator shall allocate any Employer
contribution for a year among the Employer Contribution Accounts of
Qualifying Participants at such time(s) as determined by the
Administrator, but no less frequently than as of the last day of the
Plan Year. The Employer contribution will be allocated to each
Qualifying Participant’s Account in the ratio that such Participant’s
Compensation for the Plan Year bears to the Compensation of all
Qualifying Participants for the Plan year.
	 
	 	 	 	Allocations of Employer contribution for each geographic locations or
division shall be made only among the Employer Contribution Accounts
of Qualifying Participants employed at that geographic location or
division.




19









 












	 	(d)	 	Suspension, Reduction or Elimination of Employer Contributions.
The Company may act to suspend, reduce or eliminate contributions to
be made by the Employer and may rescind such action at any time.






	3.5	 	Allocation of Forfeitures. The Plan Administrator may elect to use
Forfeitures to pay Plan administrative expenses. To the extent the
Administrator does not use all the Forfeitures to pay expenses, any
remaining Forfeitures will be applied in accordance with the following:






	 	(a)	 	Forfeitures from Employer Contribution Accounts. The
Administrator shall allocate forfeitures from employer Contribution
Accounts among the Employer Contribution Accounts of Qualifying
Participants as if such forfeitures were additional Employer
contributions as determined by the Administrator, but no less
frequently than as of the last day of each Plan Year and following
the allocation of Income pursuant to Article 4.
	 
	 	(b)	 	Forfeitures from Matching Contribution Accounts. Forfeitures
from Matching Contribution Accounts shall be used to reduce the
Employer’s matching contribution specified in section 3.3 as of the
last day of the Plan Year during which the forfeiture occurs or any
subsequent Plan Year.






	3.6	 	Rollover Contributions. Any Eligible Employee pursuant to section 2.1 of
the Plan may, with the approval of the Administrator, directly transfer to
the Plan any portion of an eligible rollover distribution or a rollover
contribution which he received personally (either directly from a
qualified plan or as a rollover from an individual retirement account or
annuity). Amounts not transferred in a direct rollover must be deposited
in the Plan within the time limits required by law. An “eligible rollover
distribution” will be determined under Code section 402(c)(4). The
Administrator may require such documentation and information as it deems
necessary to determine whether the rollover contribution is valid and may
instruct the Trustee to refuse or accept the contribution.
	 
	 	 	The rollover contribution will be allocated to a Rollover Account
established for the Employee pursuant to the terms of the Plan. An
Employee who transfers a rollover contribution to the Plan will not become
a Participant entitled to make Elective Contributions or share in matching
or Employer contributions until the Employee completes the eligibility
requirements described in Article 2 of the Plan.
	 
	 	 	If a rollover contribution is later determined by the Administrator to
have been an invalid rollover contribution, the Administrator shall
instruct the Trustee to distribute to the Employee the amounts held in
Trust attributable to the rollover contribution.
	 
	3.7	 	Participant After-Tax Contributions. The Plan does not require or permit
Participants to make after-tax contributions to the Trust Fund. The
balance of a Participant’s after-tax contributions, if any, made prior to
the date the Plan no longer accepted such contributions, shall be
transferred to his Rollover Account subject to the rules applicable to
such Account.
	 
	3.8	 	Determination of Contributions. The Company shall determine the amount
of any contribution made to the Plan. The Company’s determination of any
contribution shall be binding on all Participants, the Trustee and the
Administrator. The Trustee shall have no right or duty to inquire into
the amount of the Employer contribution or the method used in determining
the amount of the contribution. The Trustee shall be accountable for only
funds it actually receives.
	 
	3.9	 	Payment of Contributions to the Trustee. The Employer shall pay its
contribution for each of its fiscal years to the Trustee within the time
prescribed by law, including extensions, for the filing of the Employer’s
federal income tax return for such year or within such other period as
provided in Code section 404(a)(6). The Employer shall pay Elective
Contributions to the Trustee as of the earliest date the Employer can
reasonably segregate such contributions from its general assets but not




20









 






	 	 	later than the 15th business day of the month following the month in which
the Elective Contributions would otherwise have been payable to the
Participant in cash.
	 
	3.10	 	Return of Contributions. The Trustee shall return Employer contributions
made to the Plan in the following circumstances:






	 	(a)	 	The Employer and the Plan condition all Employer contributions
to the Plan upon the Employer obtaining a deduction pursuant to Code
section 404(a) in an equal amount for the Employer’s taxable year
ending with or within the Plan Year for which the contribution is
made. If all or any portion of the Employer’s contribution is not
deductible for such year pursuant to Code section 404(a), the Trustee
shall return the nondeductible amount to the Employer, without
earnings, but reduced by any attributable losses, within one year of
the disallowance of the deduction by the Internal Revenue Service.
	 
	 	(b)	 	The Trustee, at the direction of the Employer, shall return to
the Employer, without earnings, but reduced by any attributable
losses, any contribution made due to a mistake of fact provided the
Administrator determines that such mistake existed at the time of the
contribution. The Trustee may only return a contribution pursuant to
this subsection (b) within 12 months of the date the contribution was
made.






	 	 	 	The Employer shall return Elective Contributions and amounts rolled over
into the Plan, if any, and Income on such amounts to the Participant if
such contributions are returned to the Employer pursuant to this section.










21









 











ARTICLE 4




VALUATION





	4.1	 	Allocation of Income to Accounts. Participant Accounts will be valued as
of each Valuation Date in accordance with the income accounting applicable
to each investment fund in which the assets of the Accounts are invested.
Accounts will be adjusted to reflect applicable contributions, Income and
expenses and all other transactions since the preceding Valuation Date.
	 
	4.2	 	Valuation and Allocation of Participant Loans. The Administrator shall
value separately the principal outstanding and interest received from
Participant loans. Such values shall be allocated to the appropriate
Accounts of Participants no less frequently than as of the last day of the
Plan Year.
	 
	4.3	 	Valuation of a Participant’s Account. The Administrator shall determine
the value of a Participant’s Account for purposes of Articles 6 and 7 as
of the Valuation Date immediately preceding the date a distribution occurs
or commences as if such Valuation Date were the last day of a Plan Year.
The valuation shall include (a) the allocation of contributions or
forfeitures, if any, for such year if the Account otherwise qualifies for
such allocation and the Valuation Date is actually the last day of a Plan
Year, or if the Plan otherwise requires allocation of such amounts as of
such Valuation Date, and (b) Elective Contributions made to the Plan on
behalf of the Participant since the Valuation Date.
	 
	4.4	 	Valuation of Company Stock. For purposes of this Article 4, the value of
company stock held by the Plan shall be the closing price of such stock as
reported on the NASDAQ as of the applicable Valuation Date.




22









 











ARTICLE 5




CONTRIBUTION AND ALLOCATION RESTRICTIONS





	5.1	 	Section 415 Limits on Allocations.






	 	(a)	 	Maximum Annual Addition. Annual additions to a Participant’s
Account for any limitation year shall not exceed the lesser of:






	 	(1)	 	$30,000, as adjusted under Code section 415(d); or
	 
	 	(2)	 	25% of the compensation paid or made available to the
Participant in such year.






	 	(b)	 	Definition of Annual Additions. “Annual additions” are
contributions and forfeitures allocated on behalf of a Participant to
this Plan and all other defined contribution plans maintained by the
Employer or a Related Employer for the limitation year, including
Employee contributions. Contributions allocated to any medical
accounts which are part of a pension or annuity plan under Code
sections 415(l) and 419A(d)(2) shall be treated as annual additions
to a defined contribution plan. However, section 5.1(a)(2) above
shall not apply to any amounts treated as an annual addition under
the preceding sentence. Annual additions include Elective
Contributions in excess of (1) the Code section 402(g) limit (as
adjusted) which are not distributed by the April 15 following the
close of the Plan Year, or (2) the nondiscrimination limitations
recited in this Article 5 even if corrected through distribution
after the close of the Plan Year. Income on Elective Contributions,
which are distributed pursuant to section 5.1(f)(1) below, shall be
included as an annual addition, unless the Income also is distributed
pursuant to section 5.1(f)(1) below.
	 
	 	 	 	Annual additions shall not include the allocation to a Participant’s
Account of Income and rollovers, if any, pursuant to Article 3 or the
repayment of principal or interest by a Participant on a loan, if
any, extended pursuant to Article 7.
	 
	 	(c)	 	Definition of Compensation for Annual Additions.
“Compensation,” for purposes of this section 5.1, unless otherwise
elected by the Administrator for a limitation year, shall mean an
Employee’s wages from the Employer or a Related Employer, which are
required to be reported on the Employee’s IRS Form W-2 for income tax
withholding purposes (or such other amount as required to be reported
under Code sections 6041(d), 6051(a)(3) and 6052), excluding moving
expense payments or reimbursements if at the time of payment it is
reasonable to believe that these amounts are deductible by the
Employee under Code section 217. “Compensation” includes elective
deferrals (as defined in Code section 402(g)(3)) and any amount which
is contributed or deferred by the Employer at the election of the
Employee and not includible in the gross income of the Employee by
reason of Code sections 125, 457 or 132(f)(4).
	 
	 	(d)	 	Definition of Limitation Year. The “limitation year” shall be
the Plan Year.
	 
	 	(e)	 	Definition of Related Employer. For purposes of this section,
Related Employer shall have the meaning prescribed in section 1.2,
except that “more than 50-percent” shall be substituted for “at least
80-percent” each place it appears in Code section 1563(a)(1).
	 
	 	(f)	 	Excess Annual Additions. The Administrator shall reallocate
the excess of a Participant’s annual additions which exceed the
limits stated above, provided such excess is not subject to refund or
reversion pursuant to Article 3, in accordance with subparagraph (1)
below and any one of the other following subparagraphs:




23









 












	 	(1)	 	To the extent the excess arises from the
Participant’s Elective Contributions, such excess and, if the
Administrator determines, Income attributable to such excess,
may be refunded to the Participant as soon as administratively
feasible.
	 
	 	(2)	 	The excess amount shall be reallocated to the
Accounts of the Participants in the Plan who have not exceeded
the limits stated above. If the reallocation causes the limits
stated above to be exceeded with respect to each Participant for
the limitation year, then these amounts shall be held
unallocated in a suspense account and reallocated to
Participants’ Accounts in the next (or succeeding, if necessary)
limitation year before the allocation of Employer or Employee
contributions.
	 
	 	(3)	 	The excess amount shall be used to reduce Employer
contributions for the next (or succeeding, if necessary)
limitation year for the Participant who incurred the excess
amounts provided the Participant is covered by the Plan at the
end of such limitation year. If the Participant is no longer
covered by the Plan as of the end of the limitation year, the
excess amounts shall be held unallocated in a suspense account
and reallocated in the next limitation year to all remaining
Participants in the Plan as a reduction of such Participants’
Employer contributions. Excess amounts may not be distributed
to Participants.
	 
	 	(4)	 	The excess amount shall be held unallocated in a
suspense account for the limitation year and reallocated in the
next (or succeeding, if necessary) limitation year to all
Participants in the Plan. The excess amount must be used to
reduce Employer contributions for the next (and succeeding, if
necessary) limitation years. Excess amounts may not be
distributed to Participants.






	 	 	 	Any excess amount held in a suspense account shall not share in
Income. If the Plan terminates before the allocation of such excess,
the excess shall revert to the Employer, to the extent that it may
not be allocated to any Participant’s Account.






	5.2	 	Top-Heavy Restrictions. As of each determination date, the Administrator
shall apply Code section 416 to determine if the Plan is top-heavy.






	 	(a)	 	General Rule. Generally, the Plan will be “top-heavy” for any
Plan Year, if, as of the determination date, the aggregate of the
Accounts of Key Employees exceeds 60% of the aggregate of the
Accounts of all Participants. To determine if the Plan is top-heavy,
the Administrator shall (1) include in each Participant’s Account
distributions made with respect to the Participant during the Plan
Year containing the determination date and the preceding four Plan
Years and (2) exclude from the calculation the Account of any
Participant who (A) was not a Key Employee at any time during the
Plan Year containing the determination date but was during any
preceding Plan and (B) did not complete at least one Hour of Service
during the immediately preceding five-year period.
	 
	 	 	 	For purposes of this section, “Key Employee” shall mean any Employee,
former Employee or beneficiary who, pursuant to Code section 416(i),
during the year involved or any of the four immediately preceding
years, is:






	 	(1)	 	An officer of the Employer receiving annual
compensation exceeding 50% of $90,000 or the amount then
applicable pursuant to Code section 415(b)(1)(A);
	 
	 	(2)	 	One of the ten persons owning the largest interests
in an Employer and receiving annual compensation greater than
$30,000 or the amount then applicable pursuant to Code section
415(c)(1)(A);




24









 






	 	(3)	 	A Five-Percent Owner of the Employer; or
	 
	 	(4)	 	A one-percent owner of the Employer receiving annual
compensation exceeding $150,000.






	 	 	 	In determining whether an individual is a Key Employee, the
Administrator shall consider his compensation as defined in Code
section 414(q)(4).






	 	(b)	 	Determination Date. For the first Plan Year, the
“determination date” is the last day of that Plan Year. For any
other Plan Year, the “determination date” is the last day of the
immediately preceding Plan Year.
	 
	 	(c)	 	Aggregating Plans. In determining whether the Plan is
top-heavy, the Administrator shall aggregate the Plan with (1) each
other qualified plan of the Employer in which a Key Employee
participated during the Plan Year containing the determination date
or the four immediately preceding years (regardless of whether the
plan has terminated) and (2) each other qualified plan of the
Employer or a Related Employer, which enables any plan in which a Key
Employee participates to meet the requirements of Code sections
401(a)(4) or 410(b). The Administrator may, in making its
determination, aggregate the Plan with one or more other qualified
plans of the Employer or a Related Employer if such plans, as a
group, would continue to meet the requirements of Code sections
401(a)(4) and 410(b). In determining whether this Plan is top-heavy,
the Administrator shall consider the present value of accrued
benefits and the sum of account balances under all plans aggregated
pursuant to Code section 416.
	 
	 	(d)	 	Consequences. If the Plan is top-heavy for a year, the
following shall apply.






	 	(1)	 	Allocation. As of the last day of any Plan Year
during which the Plan is top-heavy, Employer contributions and
forfeitures allocated on behalf of any Participant who is not a
Key Employee, and who is employed by the Employer on the last
day of such Plan Year (without regard to the number of Hours of
Service he completed during such Plan Year), shall not be less
than a top-heavy contribution. A “top-heavy contribution” is an
Employer contribution equaling (when combined with Employer
contributions on behalf of such Participant to this and other
qualified defined contribution plans maintained by an Employer)
the lesser of (1) 3% of the Participant’s compensation, or (2)
the same percentage of the Participant’s compensation for such
year as the highest percentage of a Key Employee’s compensation
that the allocation of Employer contributions and forfeitures
(including allocations of elective contributions and matching
contributions) to that Key Employee’s Account totals for such
year. Compensation for purposes of this section shall mean
“compensation” as defined in section 5.1(c).
	 
	 	(2)	 	Coordination with Other Plans. There shall be no
duplication of the minimum benefits required under Code section
416. The required top-heavy Employer contributions for any Plan
Year for the benefit of each Participant who was not a Key
Employee and who is a Participant in a defined benefit plan
maintained by the Employer shall not be less than 5% of such
Participant’s compensation, unless the top-heavy benefit is
provided under the defined benefit plan.
	 
	 	(3)	 	Matching Contributions. The Plan may utilize
matching contributions to satisfy a required top-heavy
contribution, provided such matching contributions are not used
to satisfy the nondiscrimination tests of Article 5 and meet the
nondiscrimination requirements of Code section 401(a)(4) without
regard to Code section 401(m).




25









 












	5.3	 	Actual Deferral Percentage Test.






	 	(a)	 	Applying the Test. The actual deferral percentage (the “ADP”)
for a Plan Year for Participants who are highly compensated Employees
(“HCEs”), as defined in this Article 5, may not exceed the greater
of:






	 	(1)	 	1.25 times the ADP for the determination year of
Participants who are not HCEs for the determination year; or
	 
	 	(2)	 	The lesser of (A) 2 times the ADP for the
determination year of Participants who are not HCEs for the
determination year or (B) the ADP for the determination year of
Participants who are not HCEs for the determination year plus 2
percentage points.






	 	 	 	With respect to (1) and (2) above, the “determination year” shall
mean the prior Plan Year.
	 
	 	 	 	The Administrator shall determine the Participants’ deferral
percentages consistent with Code section 401(k)(3) and applicable
Treasury Regulations, which the Plan incorporates by reference. The
Company shall maintain records sufficient to demonstrate satisfaction
of the ADP test and the amount of qualified nonelective contributions
or qualified matching contributions, if any, used in the test.






	 	(b)	 	ADP Defined. For each Plan Year, the Administrator shall
determine the “ADP” for the Participants who are HCEs and all other
Participants as follows:






	 	(1)	 	The ADP for a group of Participants shall equal the
average of the ratios, calculated separately for each
Participant in the group, of (A) the allocations of Elective
Contributions and qualified nonelective contributions or
qualified matching contributions (to the extent not taken into
account for purposes of the actual contribution percentage
test), not including Income, which the Administrator determines
for a Plan Year to (B) the Participant’s Compensation for that
Plan Year. The ADP of a Participant who makes no Elective
Contributions is zero. Excess deferrals of Participants who are
not HCEs are not taken into account for purposes of ADP testing.
	 
	 	(2)	 	All elective contributions that are made under two or
more plans of the Employer, which are aggregated for purposes of
Code sections 401(a)(4) or 410(b), shall be treated as made
under a single plan for purposes of this section 5.3. Even if
not aggregated for purposes of Code sections 401(a)(4) or
410(b), the deferral percentage of any Participant who is an HCE
and eligible to have elective contributions allocated to his
account pursuant to two or more plans or arrangements described
in Code section 401(k) and maintained by the Employer shall be
determined as if all such contributions were made pursuant to a
single arrangement.






	 	(c)	 	Excess Contributions. Excess contributions, plus or minus any
Income allocable to excess contributions, shall be distributed no
later than the last day of each Plan Year to Participants whose
Accounts received an allocation of excess contributions for the
preceding Plan Year. If such excess contributions are distributed
more than 2-1/2 months after the last day of the Plan Year to which
the excess contributions relate, a 10% excise tax will be imposed on
the Company with respect to such amounts. Excess contributions shall
be distributed to HCEs beginning with the HCE that has the largest
dollar amount of Elective Contributions for the Plan Year and
continuing in descending order until all excess contributions have
been distributed. The amount of excess contributions to be
distributed shall be reduced by excess deferrals previously
distributed for the taxable year ending in the same Plan Year and the




26









 






	 	 	 	excess deferrals to be distributed for a taxable year will be reduced
by excess contributions previously distributed for the Plan Year
beginning in such taxable year.






	 	(1)	 	Excess Contribution Defined. Excess contributions
shall mean, with respect to any Plan Year, the excess of:






	 	(A)	 	The aggregate amount of Elective
Contributions actually taken into account in computing the
ADP of HCEs for such Plan Year, over
	 
	 	(B)	 	The maximum amount of such contributions
permitted by the ADP test (determined by reducing
contributions made on behalf of HCEs in order of the ADP’s,
beginning with the highest of such percentages).






	 	(2)	 	Determination of Income. Income allocable to excess
contributions shall be determined (A) under any reasonable
method used for allocating Income to all Participants’ Accounts
and as applied consistently to all Participants for the Plan
Year or (B) by multiplying Income allocable to the Participant’s
Elective Contributions (and qualified nonelective contributions
and qualified matching contributions, if any) for the Plan Year
by a fraction, the numerator of which equals the Participant’s
excess contributions for the year and the denominator of which
equals the Participant’s Account balance attributable to
Elective Contributions (and qualified nonelective contributions
and qualified matching contributions, if any) as of the
beginning of the Plan Year plus the Participant’s Elective
Contributions (and qualified nonelective contributions and
qualified matching contributions, if any) for the Plan Year.
The Plan may distribute excess contributions (and Income)
without regard to consent otherwise required for Plan
distributions.






	 	(3)	 	Coordination with Actual Contribution Test. To the
extent required by applicable law, any matching contributions
relating to an HCE’s excess contributions, which the
Administrator distributes to the HCE, shall be declared a
forfeiture as of the end of the Plan Year in which the excess
contribution is distributed (even if the HCE is vested in such
matching contribution), except to the extent that the matching
contribution is an excess aggregate contribution which is
distributed to the HCE in accordance with section 5.4(c).






	 	 	 	This section 5.3 shall not apply if the Plan satisfies the safe harbor
requirements of Code section 401(k)(12).






	5.4	 	Actual Contribution Percentage Test.






	 	(a)	 	Applying The Test. The actual contribution percentage (the
“ACP”) for Participants for a Plan Year who are highly compensated
Employees (“HCEs,” as defined in this Article 5), may not exceed the
greater of:






	 	(1)	 	1.25 times the ACP for the determination year of
Participants who are not HCEs for the determination year; or
	 
	 	(2)	 	The lesser of (A) 2 times the ACP for the
determination year of Participants who are not HCEs for the
determination year or (B) the ACP for the determination year of
Participants who are not HCEs for the determination year plus 2
percentage points.
	 
	 	 	 	With respect to (1) and (2) above, the “determination year” shall
mean the prior Plan Year.




27









 












	 	 	 	The Administrator shall adjust the limit described in (2)(B) above in
accordance with section 1.401(m)-2 of the Treasury regulations to
avoid multiple use of that limit for any HCE in violation of Code
section 401(m)(9). Multiple use does not occur if the sum of the ADP
and ACP as determined in accordance with this Article 5 for HCEs does
not exceed the aggregate limit. The aggregate limit is the sum of
(1) 125% of the greater of the ADP as determined above or the ACP as
determined above for all Participants who are not HCEs and (2) the
lesser of the ADP as determined above or ACP as determined above for
all Participants who are not HCEs plus 2% (but not to exceed 200% of
the lesser of the ADP or ACP). The word “lesser” is substituted for
the word “greater” in (1) above and the word “greater” is substituted
for the word “lesser” in (2) above if it produces a greater aggregate
limit.
	 
	 	 	 	If multiple use occurs, such multiple use shall be corrected by
reducing the ACP of HCEs who are eligible in both the cash or
deferred arrangement and the Plan subject to Code section 401(m) in
accordance with section 5.4(c) below.
	 
	 	 	 	The Administrator shall determine the Participants’ contribution
percentages consistent with Code section 401(m)(3) and applicable
Treasury regulations, which the Plan incorporates by reference. The
Company shall maintain records sufficient to demonstrate satisfaction
of the ACP test and the amount of qualified nonelective contributions
and qualified matching contributions, if any, used in such test.






	 	(b)	 	ACP Defined. For each Plan Year, the Administrator shall
determine the “ACP” for Participants as follows:






	 	(1)	 	The “ACP” for a group of Participants shall equal the
average of the ratios, calculated separately for each
Participant in the group, of (A) the allocations of matching
contributions (to the extent not taken into account for purposes
of the ADP test), not including Income, which the Administration
determines for a Plan Year to (B) the Participant’s Compensation
for that Plan Year. Qualified nonelective contributions or
qualified matching contributions, if any, (to the extent not
taken into account for purposes of the ADP test) may be taken
into account for purposes of calculating the ACP for
Participants. Matching contributions which are forfeited to
correct excess aggregate contributions or are forfeited because
they relate to excess deferrals or excess contributions are not
taken into account for purposes of ACP testing. The ACP of a
Participant is zero if the Participant does not receive an
allocation of a matching contribution to his Account.
	 
	 	(2)	 	All matching contributions that are made under two or
more plans of the Employer, which are aggregated for purposes of
Code section 401(a)(4) or 410(b), shall be treated as made under
a single plan for purposes of this section 5.4. Even if not
aggregated for purposes of Code sections 401(a)(4) or 410(b),
the contribution percentage of any Participant who is an HCE and
eligible to have matching contributions, if any, allocated to
his Account pursuant to two or more plans or arrangements
described in Code section 401(m) and maintained by an Employer
shall be determined as if all such matching contributions were
made pursuant to a single arrangement.






	 	(c)	 	Excess Aggregate Contributions. Any nonvested excess aggregate
contributions allocated to a Participant’s Account, plus or minus
Income on such amounts, shall be declared a forfeiture as of the end
of the Plan Year in which the contributions were allocated to the
Account. The vested portion of the excess aggregate contributions,
plus or minus any Income on such amounts, may be distributed no later
than the last day of each Plan Year to Participants to whose Accounts
excess aggregate contributions were allocated for the preceding Plan
Year. If such excess aggregate contributions are distributed more
than 2-1/2 months after the last day of the Plan Year to which the
excess aggregate contributions relate, a 10% excise tax will be






28










 






	 	 	imposed on the Employer with respect to such amounts. Excess aggregate
contributions shall be distributed to HCEs beginning with the HCE
with the largest dollar amount of matching contributions for the Plan
Year and continuing in descending order until all excess aggregate
contributions have been distributed.






	(1)	 	Excess Aggregate Contributions Defined. Excess
aggregate contributions shall mean, with respect to any Plan
Year, the excess of:






	(A)	 	The aggregate amount of matching
contributions actually taken into account in computing the
ACP of HCEs for such Plan Year; over
	 
	(B)	 	The maximum amount of such contributions
permitted by the ACP test (determined by reducing
contributions made on behalf of HCEs in order of the ACPs,
beginning with the highest of such percentages).






	(2)	 	Determination of Income. Income allocable to excess
aggregate contributions shall be determined (A) under any
reasonable method used for allocating Income to all
Participants’ Accounts and as applied consistently to all
Participants for the Plan Year or (B) by multiplying Income
allocable to the Participant’s matching contributions (and
qualified matching contributions, if any) for the Plan Year by a
fraction, the numerator of which equals the Participant’s excess
aggregate contributions for the year and the denominator of
which equals the Participant’s Account balance attributable to
matching contributions (and qualified matching contributions, if
any) as of the beginning of the Plan Year plus the Participant’s
matching contributions (and qualified matching contributions, if
any) for the Plan Year. The Plan may distribute excess
aggregate contributions (and Income) without regard to consent
otherwise required for Plan distributions.






	 	 	This section 5.4 shall not apply if the Plan satisfies the safe harbor
requirements of Code section 401(k)(12).






	5.5	 	Qualified Nonelective Contributions and Qualified Matching Contributions.
Pursuant to Treasury regulations, the Employer may make qualified
nonelective contributions or qualified matching contributions to the Plan
on behalf of Participants.






	(a)	 	Qualified Nonelective Contributions. “Qualified nonelective
contributions” are contributions (other than matching contributions)
made by the Employer and allocated to Participants’ Accounts which
are nonforfeitable when made and distributable only in accordance
with the distribution provisions applicable to Elective
Contributions. The Administrator shall allocate qualified
nonelective contributions to Participants’ Elective Contribution
Accounts.
	 
	(b)	 	Qualified Matching Contributions. “Qualified matching
contributions” are matching contributions made by the Employer and
allocated to Participant’s Accounts which are nonforfeitable when
made and distributable only in accordance with the distribution
provisions applicable to Elective Contributions. The Administrator
shall allocate qualified matching contributions to Participants’
Elective Contribution Accounts.






	5.6	 	Highly Compensated Employee (“HCE”). For purposes of this Article 5,
highly compensated Employee (“HCE”) shall have the meaning required by
Code section 414(q) and applicable Treasury Regulations.






	(a)	 	HCE Defined. For a Plan Year, HCE means any Employee of the
Employer or a Related Employer who:




29









 












	(1)	 	was a Five-Percent Owner at any time during the Plan
Year or the preceding Plan Year; or
	 
	(2)	 	for the preceding Plan Year, received compensation
(as defined in section 5.1(c)) from the Employer or a Related
Employer in excess of $90,000 (as adjusted in accordance with
Code section 415(d)).






	(b)	 	Former Employees. A former Employee shall be treated as an HCE
if that individual was:






	(1)	 	an HCE when such individual separated from service
with the Employer, or
	 
	(2)	 	an HCE at any time after attaining age 55.




30









 











ARTICLE 6




VESTING





	6.1	 	Vesting.






	(a)	 	At Retirement Age. A Participant’s interest in his Account shall
be fully vested and nonforfeitable if he attains his Normal Retirement
Age while employed by the Employer or a Related Employer.
	 
	(b)	 	Death. A Participant’s interest in his Account shall be fully
vested and nonforfeitable if his Employment terminates due to his
death or disability. “Disability,” unless otherwise uniformly defined
by the Administrator, means that the Administrator has determined
that the Participant has satisfied requirements for Social Security
disability benefits.
	 
	(c)	 	At Termination of Employment. A Participant’s interest in his
Elective Contribution and Rollover Accounts shall be fully vested and
nonforfeitable at all times. In addition, all amounts credited to a
Participant’s Matching Contribution Account prior to October 1, 1996
shall be fully vested an nonforfeitable at all times.
	 
	 	 	If a Participant terminates Employment prior to his Normal Retirement
Age, disability or death, his interest in his Employer and Matching
Contribution Accounts credited on or after October 1, 1996 shall
vest, and be nonforfeitable, in relation to his Years of Service as
follows:





	 	 	 	 	 
	Years of Service
	 	Vested Percentage

	Fewer than 0
	 	 	0	%
	1
	 	 	20	%
	2
	 	 	40	%
	3
	 	 	60	%
	4
	 	 	80	%
	5 or more
	 	 	100	%








	(d)	 	Change in Vesting Schedule. A change in the Plan’s vesting
schedule shall not reduce a Participant’s vested and nonforfeitable
interest in his Account. If the Plan’s vesting schedule is changed,
a Participant who has accumulated at least three Years of Service may
elect to determine the vested interest in his Account under the
revised vesting schedule or the vesting schedule prior to the change.
The Participant’s election shall be made during the election period
which begins with the date the amendment is adopted or deemed to be
made and ends 60 days after the latest of the date the amendment is
adopted, becomes effective, or the date the Participant is issued
written notice of the amendment.






	6.2	 	Forfeitures. The nonvested portion of a Participant’s Account shall
constitute a forfeiture (be “forfeited”) as of the earlier of the date the
Participant (a) receives a distribution of his or her entire
nonforfeitable Account following the termination of his Employment or (b)
incurs five consecutive one-year Breaks in Service. The Administrator
will reallocate forfeitures, if any, pursuant to Article 3 as of the end
of the Plan Year in which the forfeiture occurs.
	 
	6.3	 	Reemployment.






	(a)	 	After Five or More Consecutive One-Year Breaks in Service. If a
former Participant is reemployed by the Employer or a Related Employer
after incurring at least five consecutive one-year breaks in Service,
the Employee will have no right to any previously forfeited




31









 






	 	 	portion of his Account. Such Employee’s pre-break Years of Service
shall affect the vesting of his post-break Account only (1) if his
Account was at least partially vested at the time he incurred a Break
in Service or, (2) at the time of his return to service, the number
of his pre-break Years of Service equals or exceeds the number of his
consecutive one-year Breaks in Service. Such Employee’s post-break
Years of Service shall be disregarded in vesting amounts allocated to
his Account prior to such Breaks in Service. Separate Accounts shall
be maintained for the Employee’s pre-break Account balance and
post-break Account balance.
	 
	(b)	 	Before Five Consecutive One-Year Breaks in Service. If a
former Participant is reemployed by the Employer or a related
Employer before incurring five consecutive one-year breaks in
Service, the Administrator shall aggregate the Participant’s
pre-break Years of Service with his post-break Years of Service to
determine his vested interest in both pre-break and post-break
allocations made to his Account. The Administrator shall restore any
previously forfeited portion of such a reemployed Participant’s
Account only if the Participant repays to the Plan the full amount of
any previously received distribution. The Participant must repay the
full amount of the distribution prior to the end of the five-year
period beginning on the Participant’s date of reinstatement. Any
amount so restored shall not constitute an annual addition pursuant
to section 5.1.
	 
	(c)	 	Disregarded Years of Service. The Years of Service a
Participant completed prior to his Break in Service shall not include
any Years of Service disregarded pursuant to this subsection by
reason of prior Breaks in Service.




32









 











ARTICLE 7




DISTRIBUTIONS





	7.1	 	Timing of Distributions. Distribution of a Participant’s vested Account
shall not begin before the Participant’s separation from service or other
termination of Employment due to death or disability (as defined in
section 6.1), unless specifically authorized in the Plan.






	(a)	 	Mandatory Cashouts of Accounts Valued at $5,000 or Less. The
Administrator shall direct the Trustee to distribute any
Participant’s vested Account valued at $5,000 or less at the time of
distribution
	 
	 	 	The distribution shall be made as soon as administratively feasible
following termination of a Participant’s Employment. The
Administrator shall direct the Trustee to distribute the
Participant’s vested Account no earlier than 30-days following the
date the Participant is notified of his right to elect a direct
rollover. If elected by the Participant, the Administrator may
direct the distribution within the 30-day period. If a Participant’s
vested Account equals zero, the Participant shall be deemed to have
received a distribution of his vested Account.
	 
	(b)	 	Distribution of Accounts Valued in Excess of $5,000. If a
Participant’s vested Account is valued in excess of $5,000 as
determined in accordance with the Plan’s cash-out provisions in (a)
above, the Participant’s vested Account shall be distributed after
termination of Employment as follows:






	(1)	 	Distribution With Consent. A Participant’s vested
Account may be distributed as soon as administratively feasible
following the date the Participant elects to receive a
distribution.
	 
	 	 	Distribution of a Participant’s vested Account can be made prior
to the Participant’s Normal Retirement Age only if the
Participant consents in a manner approved by the Administrator.
The Administrator will provide the Participant with notice of
his right to defer distribution no less than 30 days and no more
than 90 days before the date of distribution.
	 
	 	 	A Participant’s vested Account may be distributed before 30 days
have passed since the notice was provided if (A) the notice
clearly states that the Participant has a right to a period of
at least 30 days after receiving the notice to decide whether to
elect a distribution, and (B) the Participant, after receiving
such notice, affirmatively elects a distribution.
	 
	(2)	 	Latest Payment Date. The Administrator shall
automatically direct the Trustee to distribute the Participant’s
vested Account no more than 60 days after the close of the Plan
Year in which the latest of the following occurs:






	(A)	 	the Participant attains Normal Retirement
Age,
	 
	(B)	 	the 10th anniversary of the year in which
the Participant began to participate in the Plan, or
	 
	(C)	 	the Participant’s Employment terminates.




33









 












	(3)	 	Deemed Consent to Delay Distribution. The
Administrator will treat any Participant who fails to request a
distribution at a time when the Participant’s benefits could be
distributed as having made a decision to delay payment of his
Account.






	7.2	 	Form of Payment.






	(a)	 	Normal Form of Payment. A Participant’s vested Account shall
be distributed in cash in a single lump sum.
	 
	(b)	 	Direct Rollovers. Within 30 days of being notified of the
right to a direct rollover, a Participant may elect to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan in a direct rollover. If a Participant
elects a direct rollover as to only a portion of his distributable
vested Account, the amount to be paid in a direct rollover must equal
at least $500. Notice of a Participant’s right to a direct rollover
shall be provided in accordance with Code section 402(f) no more than
90 days before the date of distribution. Failure to elect a direct
rollover within 30 days from the date the notice is provided to the
Participant shall be deemed an election not to make a direct
rollover.
	 
	 	 	The terms used in this section shall have the following meaning:






	(1)	 	Eligible Rollover Distribution. Any distribution of
all or any portion of the balance to the credit of the
Participant, except that an eligible rollover distribution does
not include: (A) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
Participant or the joint lives (or joint life expectancies) of
the Participant and the Participant’s designated beneficiary, or
for a specified period of ten years or more; (B) any
distribution to the extent such distribution is required under
Code section 401(a)(9); (C) the portion of any distribution that
is not includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with respect to
employer securities); or (D) any hardship distribution described
in Code section 401(k)(2)(B)(i)(IV).
	 
	(2)	 	Eligible Retirement Plan. An individual retirement
account described in Code section 408(a), an individual
retirement annuity described in Code section 408(b), an annuity
plan described in Code section 403(a), or a qualified trust
described in Code section 401(a), that accepts the distributee’s
eligible rollover distribution. However, in the case of an
eligible rollover distribution to a surviving spouse, an
eligible retirement plan is limited to an individual retirement
account or individual retirement annuity.
	 
	(3)	 	Participant. A Participant, for purposes of this
section, includes an Employee or former Employee. In addition,
the Employee’s or former Employee’s surviving spouse and the
Employee’s or former Employee’s spouse or former spouse who is
the alternate payee under a qualified domestic relations order,
as defined in Code section 414(p), are Participants with regard
to the interest of the spouse or former spouse.
	 
	(4)	 	Direct Rollover. Payment by the Plan to the eligible
retirement plan specified by the Participant.




34









 












	7.3	 	Distribution Upon Death.






	(a)	 	Designation of Beneficiary. Each Participant may designate, in a
manner approved by the Administrator, one or more beneficiaries to
receive payment of his Account and may, in addition, name a contingent
beneficiary subject to the following:






	(1)	 	Married Participants. The beneficiary as to 100% of
the Account of a Participant married at the time of his death
shall be the Participant’s surviving spouse, unless his spouse
consents to the designation of an alternative beneficiary or the
spouse cannot be located. Spousal consent shall be in writing,
acknowledging the effect of such election and witnessed by a
Plan representative or notary public. Any change in, or
revocation of, a Participant’s designated beneficiary shall
again require spousal consent unless the earlier consent of the
spouse expressly permitted subsequent designations by the
Participant without further spousal consent.
	 
	(2)	 	No Beneficiary Designated. If, at the time of the
Participant’s death, no valid designation is on file with the
Administrator, the Plan shall distribute the Participant’s
Account to the Participant’s surviving spouse or, if none, to
the Participant’s estate.






	(b)	 	Timing and Form of Distribution. The Account of a deceased
Participant shall be distributed as follows:






	(1)	 	Spouse as Beneficiary. Distribution to the surviving
spouse of a Participant shall occur in a single lump sum or
direct rollover, as elected by the surviving spouse. In no
event shall distribution be made later than the December 31 of
the calendar year in which the Participant would have attained
age 70-1/2.
	 
	(2)	 	Non-Spouse as Beneficiary. Distribution shall occur
in a single lump sum. In no event shall distribution be made
later than the end of the calendar year that contains the fifth
anniversary of a Participant’s death.






	7.4	 	Required Lifetime Distributions. Notwithstanding the other provisions of
this Article 7, the Plan shall distribute each Participant’s vested
Account consistent with Code section 401(a)(9), including the minimum
distribution incidental benefit requirement, which the Plan incorporates
by reference.






	(a)	 	Required Beginning Date. Distribution of a Participant’s
vested Account shall begin no later than his “required beginning
date,” determined as follows:






	(1)	 	Five-Percent Owners. The required beginning date of
a Participant who is a Five-Percent Owner is the April 1
following the calendar year in which the Participant attains age
70-1/2. Once distributions from the Plan have begun to a
Five-Percent Owner, such distributions shall continue, even if
the Participant ceases to be a Five-Percent Owner in a
subsequent year.
	 
	(2)	 	Participants Other Than Five-Percent Owners.






	(A)	 	Participants Who Attain Age 70-1/2 On or
After January 1, 1999. The required beginning date of a
Participant who is not a Five-Percent Owner is the April 1
following the later of the calendar year in which the
Participant (i) attains age 70-1/2 or (ii) terminates
Employment.
	 
	(B)	 	Participants Who Attain Age 70-1/2 Prior to
January 1, 1999. A Participant’s required beginning date
is the April 1 following the calendar year in which the
Participant attains age 70-1/2.




35









 












	(i)	 	Election to Defer Required
Beginning Date. A Participant who attains age 70-1/2
after December 31, 1995 may elect to defer his
required beginning date until the April 1 following
the calendar year in which the Participant terminates
Employment. The Participant must make the election to
defer his required beginning date by the April 1
following the calendar year in which the Participant
attained age 70-1/2 (or by December 31, 1997 in the
case of a Participant who attained age 70-1/2 in
1996).
	 
	(ii)	 	Election to Establish a New
Required Beginning Date. A Participant who attained
age 70-1/2 before January 1, 1997 and commenced
distributions under the Plan while actively employed
by the Employer may elect to cease distributions under
the Plan and establish a new required beginning date.
The new required beginning date shall be the April 1
of the calendar year following the calendar year in
which the Participant terminates Employment. The
Participant shall have a new annuity commencement date
under Code section 417 upon recommencement of
distributions.






	(b)	 	Amount Required to Be Distributed. A Participant’s vested
Account shall be paid in a single lump sum no later than the
Participant’s required beginning date.
	 
	(d)	 	TEFRA Transitional Rule. Distribution to a Participant may
comply with the method and timing the Participant elected in writing
prior to January 1, 1984 pursuant to section 242(b)(2) of the Tax
Equity and Fiscal Responsibility Act of 1984 (“TEFRA”), provided the
distribution would not have disqualified the Plan pursuant to Code
section 401(a)(9) as in effect prior to amendment by TEFRA (a “TEFRA
election”). Satisfaction of the spousal consent requirements of Code
section 417(a) and (e) will not be considered a revocation of the
TEFRA election. However, Code sections 401(a)(11) and 417 must be
satisfied with respect to any distribution subject to such Code
sections. If a Participant revokes his TEFRA election subsequent to
his required beginning date, the Plan shall distribute from his
Account such sum so that by the December 31 following the calendar
year in which revocation occurs, total distributions therefore
equaled the amount which Code section 401(a)(9) would have required
to be distributed by then, but for the TEFRA election.






	7.5	 	Loans. The Plan shall extend loans to Participants pursuant to the
provisions of this section and a written loan policy applied by the
Administrator.






	(a)	 	Eligible Participants. Loans shall be made available to all
Participants on a reasonably equivalent basis. No owner-Employee or
a member of the family of the owner-Employee may borrow pursuant to
this Article 7. An “owner-Employee” means an Employee who (1) owns
the entire interest in an unincorporated trade or business or (2) in
the case of a partnership or limited liability company, a partner or
owner-Employee who owns more than 10% of either the capital interest
or profits interest in such partnership or limited liability company.
	 
	(b)	 	Nondiscriminatory Policy. Loans shall not be made available to
HCEs (as defined in Article 5) in an amount greater than the amount
made available to other Employees.
	 
	(c)	 	Interest and Security. Loans must be adequately secured and
bear a reasonable rate of interest.
	 
	(d)	 	Loan Amount. No Participant loan shall exceed the value of the
vested portion of the Participant’s Account. A loan must be for a
minimum of $1,000.
	 
	 	 	To avoid taxation to the Participant, no loan, when added to the
outstanding balance of all other loans to the Participant, may exceed
the lesser of (1) $50,000, reduced by any excess of




36









 






	 	 	the highest outstanding balance of loans during the one-year period
ending on the day before the loan is made, over the outstanding
balance of loans from the Plan on the date the loan is made, or (2)
50% of the present value of the Participant’s vested Account as of
the date of the loan. For the purpose of this limitation, all loans
to the Participant from all plans of the Employer or Related
Employers shall be aggregated. Furthermore, any loan shall by its
terms require that repayment (principal and interest) be amortized in
level payments, not less frequently than quarterly, over a period not
extending beyond five years from the date of the loan. If the loan
is used to acquire a dwelling unit which, within a reasonable time
(determined at the time the loan is made), will be used as the
Participant’s principal residence, the repayment period may be
extended in accordance with Internal Revenue Service regulations and
the Plan’s loan policy.
	 
	(e)	 	Loan Default. If a Participant defaults on a Plan loan,
foreclosure on the note and attachment of security will not occur
until the affected Participant experiences a distributable event
under the Plan.






	 	 	The Plan’s loan policy shall include, at a minimum, the following: (1)
the identity of the person or positions authorized to administer the
Participant loan program; (2) the procedure for applying for loans; (3)
the basis on which loans will be approved or denied; (4) any limitations
on the types of loans offered; (5) the procedure under the program for
determining a reasonable rate of interest; (6) the types of collateral
which may secure a Participant loan; and (7) the events constituting
default and the steps that will be taken to preserve Plan assets in the
event of such default.
	 
	7.6	 	Hardship Withdrawals. A Participant may withdraw any portion of his
Elective Contribution Account attributable to Elective Contributions upon
appropriate notice to the Administrator if the withdrawal results from a
“hardship.” Qualified nonelective contributions and Income credited to a
Participant’s Elective Contribution Account as of December 31, 1988, or,
if later before the last day of the Plan Year ended prior to July 1, 1989
also may be withdrawn as the result of a “hardship”. A withdrawal will be
deemed to result from a “hardship” if the withdrawal:






	(a)	 	Is for the purpose of:






	(1)	 	The payment of medical expenses described in Code
section 213(d) incurred by the Participant, his spouse or
dependents or necessary for these persons to obtain medical care
described in Code section 213(d);
	 
	(2)	 	Costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Participant;
	 
	(3)	 	The payment of tuition, related educational fees, and
room and board expenses for the next 12 months of post-secondary
education for the Participant, his spouse or dependents;
	 
	(4)	 	The need to prevent the eviction from, or mortgage
foreclosure of, the Participant’s principal residence; or
	 
	(5)	 	Any other purpose specified by the Internal Revenue
Service as a deemed immediate and heavy financial need; and






	(b)	 	Satisfies all of the following:






	(1)	 	The withdrawal does not exceed the amount of the
financial need, including any amount necessary to pay taxes or
penalties reasonably anticipated to result from the withdrawal;




37









 






	(2)	 	The Participant has obtained all distributions (other
than hardship withdrawals) and all nontaxable loans currently
available pursuant to this Plan or any other plan maintained by
the Employer or a Related Employer;
	 
	(3)	 	The Participant cannot make Elective Contributions
pursuant to this Plan or any other qualified or nonqualified
plan of deferred compensation (excluding health or welfare
plans) maintained by the Employer or a Related Employer for at
least 12 months after receipt of the withdrawn amount; and
	 
	(4)	 	The Participant’s Elective Contributions made in the
calendar year immediately following the calendar year in which
the withdrawal is received do not exceed the Code section 402(g)
limit (as adjusted) in effect for such calendar year, less the
Participant’s Elective Contributions made in the calendar year
in which the withdrawal was received.






	 	 	The Administrator may promulgate written rules which provide for
nondiscriminatory and objective standards for determining the existence of
an immediate and heavy financial need not specified above or for
determining the amount necessary to meet such need, in which case the
borrowing Participant need not meet the conditions recited above.
	 
	7.7	 	In-Service Withdrawals On or After Age 59-1/2. On or after attaining age
59-1/2, a Participant may withdraw in a lump sum all or any portion of his
Elective Contribution Account. A Participant may request a withdrawal
from his Account in a manner approved by the Administrator.
	 
	7.8	 	In-Service Elective Transfers. A Participant may make a fully-informed
election to transfer the Participant’s entire Account in the Plan to
another defined contribution plan maintained by the Employer or a Related
Employer, or an entity under common control with the Employer; provided,
however, that the transfer is determined by the Administrator to be in
connection with a transaction involving a change in the Participant’s
Employer or a change in the Participant’s Employment status with respect
to which the Participant is not entitled to additional allocations under
the Plan.




38









 












ARTICLE 8




ADMINISTRATION OF THE PLAN





	8.1	 	Appointment of Separate Administrator. The Company may appoint a
separate Administrator. Any person, including, but not limited to,
Employees of the Employer, shall be eligible to serve as Administrator.
Two or more persons may be appointed to form a committee to serve as
Administrator. Persons serving as Administrator may resign by written
notice to the Company or the Company may remove such persons. An
Administrator consisting of more than one person shall act by a majority
of its members at the time in office, either by vote at a meeting or in
writing without a meeting. An Administrator consisting of more than one
person may authorize any one or more of its members to execute any
document or documents on behalf of the Administrator, in which event the
Administrator shall notify the Trustee of the member or members so
designated. The Trustee shall accept and rely upon any document executed
by such member or members as representing action by the Administrator
until the Administrator shall file with the Trustee a written revocation
of such designation. No person serving as Administrator shall vote or
decide upon any matter relating solely to himself or solely to any of his
rights or benefits pursuant to the Plan. If the Company fails to appoint
an Administrator, the Company shall be the Administrator.
	 
	8.2	 	Powers and Duties. The Administrator shall administer the Plan in
accordance with its terms and shall discharge its duties with the care,
skill, prudence and diligence under the circumstances then prevailing that
a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with
like aims. The Administrator shall have full and complete authority and
control with respect to Plan operations and administration unless the
Administrator allocates and delegates such authority or control pursuant
to the procedures stated in subsection (b) or (c) below. Any decisions of
the Administrator or its delegate shall be final and binding upon all
persons dealing with the Plan or claiming any benefit under the Plan,
except to the extent that such decision may be determined to be arbitrary
or capricious by a court having jurisdiction over such matters. Benefits
under this Plan will be paid only if the Administrator decides in its
discretion that the Participant is entitled to benefits. The
Administrator shall have all powers which are necessary to manage and
control Plan operations and administration including, but not limited to,
the following:






	(a)	 	To employ such accountants, counsel or other persons as it
deems necessary or desirable in connection with Plan administration.
	 
	(b)	 	To designate in writing persons other than the Administrator to
perform any of its powers and duties including, but not limited to,
Plan fiduciary responsibilities (other than any responsibility to
manage or control Plan assets).
	 
	(c)	 	To allocate in writing any of its powers and duties, including
but not limited to fiduciary responsibilities (other than any
responsibility to manage or control Plan assets) to those persons who
have been designated to perform Plan fiduciary responsibilities.
	 
	(d)	 	To apply, construe and interpret the Plan in a discretionary
manner, including the power to construe disputed provisions.
	 
	(e)	 	Subject to Article 10, to resolve all questions arising in the
administration, interpretation and application of the Plan,
including, but not limited to, questions as to the eligibility or the
right of any person to a benefit.




39









 







	(f)	 	To adopt such by-laws, rules, regulations, forms and procedures
from time to time as it deems advisable and appropriate in the proper
administration of the Plan.
	 
	(g)	 	To receive from the Company or from Participants such
information as shall be necessary for the proper administration of
the Plan.
	 
	(h)	 	To furnish, upon request, such annual reports with respect to
the administration of the Plan as are reasonable and appropriate.
	 
	(i)	 	To receive from the Trustee and review reports of the financial
condition and receipts and disbursements of the Trust Fund.
	 
	(j)	 	To prescribe procedures to be followed by any person in
applying for distributions pursuant to the Plan and to designate the
forms or documents, evidence and such other information as the
Administrator may reasonably deem necessary, desirable or convenient
to support an application for such distribution.
	 
	(k)	 	To issue directions to the Trustee, and thereby bind the
Trustee, concerning all benefits to be paid pursuant to the Plan.
	 
	(l)	 	To apply consistently and uniformly all administrative rules,
regulations and determinations to all Participants and beneficiaries
in similar circumstances.
	 
	(m)	 	To determine if a domestic relations order with respect to a
Participant’s Account constitutes a qualified domestic relations
order as defined in Code section 414(p).






	8.3	 	Records and Notices. The Administrator shall keep a record of all its
proceedings and acts and shall maintain all such books of accounts,
records and other data as may be necessary for proper Plan administration.
The Administrator shall notify the Trustee of any action taken by the
Administrator which affects the Trustee’s Plan obligations or rights and,
when required, shall notify any other interested parties.
	 
	8.4	 	Compensation and Expenses. The expenses incurred by the Administrator in
the proper administration of the Plan shall be paid from the Trust Fund.
The Employer may elect to pay such expenses directly. An Administrator
who is an Employee of the Employer shall not receive any fee or
compensation for services rendered.
	 
	8.5	 	Limitation of Authority. The Administrator shall not add to, subtract
from or modify any of the terms of the Plan, change or add to any benefits
prescribed by the Plan, or waive or fail to apply any Plan requirement for
benefit eligibility.




40









 











ARTICLE 9




ADMINISTRATION OF THE TRUST





	9.1	 	Appointment of Trustee. The Company shall appoint one or more Trustees
to receive and hold in trust all contributions, and Income, paid into the
Trust Fund. The Company may remove the Trustee or the Trustee may resign
and a successor trustee shall be appointed all pursuant to the
requirements and procedure recited in the Trust Agreement.
	 
	9.2	 	Authorization for Trust Agreement. The Company shall enter into an
agreement with the Trustee to provide for the administration of the Trust
Fund. In accordance with the provisions of the agreement, the Company
shall have the right at any time, and from time to time, to amend the
agreement.
	 
	9.3	 	Participant Direction of Investment of Account.






	(a)	 	Investment of Funds. The Company, in accordance with uniform
and nondiscriminatory procedures, may authorize Participants to
direct the investment of all or part of their Account in such funds
as the Company may select. The Participants’ directions shall be
made in a manner approved by the Administrator and shall bind the
Trustee unless and until the Company amends or revokes the
authorization for investment direction by Participants. If the
Trustee acts at the direction of a Participant, the Company, an
Employer, their boards of directors, officers and Employees, the
Administrator and the Trustee shall not be liable or responsible for
any loss resulting to the Trust Fund or to any Account or for any
breach of fiduciary responsibility by reason of any action pursuant
to the direction of the Participant.
	 
	(b)	 	Segregated Investments. The Company may direct the Trustee to
segregate from the commingled assets of the Trust Fund an amount
equal to all or any part of the amount credited to the Participant’s
Account and authorize the Participant to supervise and direct the
investment and reinvestment of such amount for the sole benefit of
his Account in the same manner and with the same powers, duties,
obligations, responsibilities and limitations of the Trustee. A
Participant’s direction shall be made in a manner approved by the
Administrator. A segregated amount shall constitute a Participant
directed subaccount. The Participant’s direction shall bind the
Trustee unless and until the Company amends or revokes the
authorization for investment direction by the Participant.
	 
	(c)	 	Investment Elections.






	(1)	 	Participants may invest Account among the available
investment vehicles in any whole percentage. Elections shall be
made in a manner approved by the Administrator. A Participant’s
election will remain in effect until amended or discontinued.
If a Participant fails to direct the investment of all or any
portion of his Account, such amount shall be invested in the
fund(s) uniformly designated by the Administrator on behalf of
the Participant.
	 
	(2)	 	A Participant may change his investment election as
to further contributions and Income pursuant to rules prescribed
by the Administrator. A Participant may change his investment
election as to his existing Account pursuant to rules prescribed
by the Administrator.






	9.4	 	Funding Policy. The funding policy for the Plan hereby requires the
Trustee to invest and reinvest the Trust Fund for the exclusive benefit of
Participants and their beneficiaries in any combination of corporate
stocks, including stock of the Company (if otherwise allowed), bonds,
instruments of indebtedness, insurance contracts (if otherwise allowed),
government securities, loans to Participants




41









 






	 	 	(if otherwise allowed), bank deposits and the Trustee’s common trust funds
or pooled investment funds, if any, as the Trustee deems appropriate for
the Plan and consistent with applicable law.
	 
	9.5	 	Voting Rights. Each Participant and, in the case of a deceased
Participant, the deceased Participant’s beneficiary shall direct the
Trustee how to vote any Company stock allocated to his Account with
respect to all voting issues presented to the Company’s shareholders. Any
Company stock with respect to which voting instructions are not received
from Participants shall not be voted.




42









 











ARTICLE 10




CLAIMS PROCEDURE





	10.1	 	Claims Procedures. The Plan shall establish and maintain reasonable
procedures governing the filing of benefit claims, notification of benefit
determinations and appeal of adverse benefit determinations. The claims
procedures shall not contain any provision and shall not be administered
in any manner which unduly inhibits or hampers the initiation or
processing of claims for benefits. The Plan’s claims procedures shall
contain administrative processes and safeguards designed to ensure and to
verify that, where appropriate, the Plan provisions have been applied
consistently with respect to similarly situated claimants.
	 
	10.2	 	Application for Benefits. A person entitled to benefits form the Plan
must file an application for benefits with the Administrator in a manner
approved by the Administrator. The administrator shall process a claim
for benefits in accordance with the Plan’s claims procedures.






43










 





ARTICLE 11




AMENDMENT AND TERMINATION





	11.1	 	Amendment or Restatement. The Company may amend or restate the Plan at
any time and from time to time. No amendment or restatement shall
authorize any part of the Trust Fund, other than amounts which are
necessary to pay taxes and administration expenses, to be used for or
diverted to purposes other than for the exclusive benefit of the
Participants or their beneficiaries or estates. No amendment or
restatement shall be construed to: (1) reduce a Participant’s Account
balance determined as of the date immediately preceding the effective date
of the amendment or restatement; (2) reduce or eliminate any benefit
protected by Code section 411(d)(6); or (3) cause or permit any portion of
the Trust Fund to revert to, or become property of, the Company. No
amendment which affects the rights, duties, or responsibilities of the
Trustee shall be effective without the Trustee’s written consent. The
provisions of the Plan as in effect at the time of a Participant’s
termination of Employment shall control as to that Participant, unless
otherwise specified in the Plan. If the Company amends the Plan to no
longer reflect the provisions of the volume submitter master document, the
Plan may be considered an individually designed plan.






	11.2	 	Termination and Discontinuance of Contributions. The Company reserves
the right to terminate the Plan at any time with respect to any or all
Participants. Any participating Employer shall be permitted to
discontinue or revoke its participation in the Plan. Upon discontinuance
of Plan contributions or full or partial termination of the Plan, the
Account of each affected Participant shall become fully vested and
nonforfeitable. The Company shall provide the Trustee with written
notification of the full or partial termination of the Plan. In the event
of full or partial termination, the Employer’s liability to pay Plan
benefits shall be strictly limited to assets of the Trust Fund. No one
shall have any claim against the Company to provide any or all of the Plan
benefits regardless of the sufficiency of the Trust Fund, except as
otherwise required by law. The termination of the Plan shall not result
in the reduction of any benefit protected by Code section 411(d)(6),
except to the extent permitted by applicable Treasury regulations.






	11.3	 	Distribution Upon Termination. If the Plan terminates pursuant to
section 11.2, and the Company does not merge the assets of the Plan with
another qualified plan or continue the Plan as a “wasting trust” by
satisfying all ongoing plan qualification rules, the Company shall
distribute each Participant’s Account in a lump sum; provided, however, if
the Employer (or any member of a controlled group within the meaning of
Code sections 414(b), (c), (m) and (o) of which the Employer is a member)
establishes or maintains at any time within the 24-month period beginning
12 months before the time of termination another defined contribution
plan, other than an employee stock ownership plan (or simplified employee
pension (as defined in Code section 408(k), or simple IRA plan as defined
in Code section 408(p)) which covers 2% or more of the Employees covered
under the Plan at the time of termination, each Participant’s Account
shall be transferred to such other defined contribution plan. Participant
consent to such a transfer shall be required only if transfer of the
Participant’s Account results in an elimination or reduction of Code
section 411(d)(6) protected benefits. Participant consent shall not be
required if Participants’ Accounts are to be paid in a lump sum.






	11.4	 	Merger, Consolidation or Transfer of Assets and Liabilities. In the
event of a merger or consolidation with, or a transfer of assets or
liabilities to any other plan, each Participant will receive a benefit
immediately after such event (if the Plan then terminated) which is equal
to the benefit the Participant was entitled to immediately before such
event (if the Plan had then terminated). This provision shall not require
the immediate vesting of Participants upon a transfer, merger or
consolidation. Any transfer, merger or consolidation must not result in
the elimination of any benefit protected by Code section 411(d)(6).




44









 






	11.5	 	Distribution Upon Disposition of Assets or Subsidiary. Notwithstanding
the distribution rules of Article 7, a Participant’s Account may be
distributed in a lump sum in the event of the disposition of at least 85%
of the assets of the Employer (within the meaning of Code section
409(d)(2)), or, if the Employer is a subsidiary of the Company, the
disposition by the Company of its interests in the Employer (within the
meaning of Code section 409(d)(3)) to an unrelated entity provided (1) the
Company or Employer continues to maintain the Plan, (2) the Participant
continues employment with the corporation acquiring such assets or such
subsidiary, and (3) the distribution is made in connection with the
disposition.






	11.6	 	Successor Employer. Any successor to the business of the Employer may,
with the written consent of the Company, continue the Plan and Trust.
Such successor shall succeed to all the rights, powers and duties of the
Employer.




45









 











ARTICLE 12




GENERAL PROVISIONS





	12.1	 	Limitation on Liability. In no event shall the Company, Employer,
Administrator or any Employee, officer or director of the Company or
Employer incur any liability for any act or failure to act unless such act
or failure to act constitutes a lack of good faith, willful misconduct or
gross negligence with respect to the Plan or Trust Fund.






	12.2	 	Indemnification. The Trust Fund shall indemnify the Administrator and
any Employee, officer or director of the Employer against all liabilities
arising by reason of any act or failure to act unless such act or failure
to act is due to such person’s own gross negligence or willful misconduct
or lack of good faith in the performance of his duties to the Plan or
Trust Fund. Such indemnification shall include, but not be limited to,
expenses reasonably incurred in the defense of any claim, including
attorney and legal fees, and amounts paid in any settlement or compromise;
provided, however, that indemnification shall not occur to the extent that
it is not permitted by applicable law. If Trust Fund assets are
insufficient or indemnification is not permitted by applicable law, the
Employer shall indemnify such person. Indemnification shall not be deemed
the exclusive remedy of any person entitled to indemnification pursuant to
this section. The indemnification provided hereunder shall continue as to
a person who has ceased acting as a director, officer, member, agent or
Employee of the Administrator or as an officer, director or Employee of
the Employer, and such person’s rights shall inure to the benefit of his
heirs and representatives.






	12.3	 	Compliance with Employee Retirement Income Security Act of 1974.
Notwithstanding any other provisions of this Plan, a fiduciary or other
person shall not be relieved of any responsibility or liability for any
responsibility, obligation or duty imposed upon such person pursuant to
the Employee Retirement Income Security Act of 1974, as amended from time
to time.






	12.4	 	Nonalienation of Benefits. A Participant’s interest in the Trust Fund
shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, either voluntary or involuntary, except to the extent
provided by law, including the following:






	 	(a)	 	Any indebtedness owing to the Trust Fund;
	 
	 	(b)	 	Payment required pursuant to a qualified domestic relations
order as defined by the Code; or
	 
	 	(c)	 	A judgment, order, decree or settlement agreement which is
the result of a criminal act against the Plan or breach of fiduciary
duty to the Plan and meets the requirements of Code section
401(a)(13)(C).






	 	 	Any other attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to Plan
benefits shall be void.






	12.5	 	Qualified Domestic Relations Orders. Upon receipt of a domestic
relations order issued by a court or administrative agency of competent
jurisdiction relating to a Participant’s Account in the Plan, the
Administrator shall determine whether such domestic relations order
constitutes a qualified domestic relations order, as defined in Code
section 414(p) and section 206(d) of the Employee Retirement Income
Security Act of 1974, (a “QDRO”). The Administrator shall establish
reasonable procedures to determine the qualified status of a domestic
relations order and to administer distributions mandated by a QDRO. Such
procedures may include, on a uniform and nondiscriminatory basis, rules
providing for the distribution of nonforfeitable benefits to the alternate
payee at an earlier time than benefits might otherwise be available to the
Participant.
However, such procedures may not permit distribution be made to the
alternate payee in a payment




46









 






	 	 	form otherwise not available under the Plan.
Distributions to the alternate payee may be made in any form available
to the Participant under the Plan, other than a qualified joint and
survivor annuity with a subsequent spouse of the alternate payee.






	12.6	 	Employment Not Guaranteed by Plan. The establishment of this Plan, its
amendments and the granting of a benefit pursuant to the Plan shall not
give any Participant the right to continued Employment with the Employer,
or limit the right of the Employer to dismiss or impose penalties upon the
Participant or modify the terms of Employment of any Participant.






	12.7	 	Form of Communication. Any election, application, claim, notice or other
communication required or permitted to be made by or to a Participant, the
Administrator or Company shall be made in such form as the Administrator
or Company shall prescribe. A communication shall be effective upon
mailing if sent first class, postage prepaid and addressed to the
Administrator or Company at the principal office of the Administrator or
Company or to the Participant at his last known address.






	12.8	 	Facility of Payment. If a Participant’s duly qualified guardian or legal
representative makes claim for any amount owing to the Participant, the
Trustee shall pay the amount to which the Participant is entitled to such
guardian or legal representative. In the event a distribution is to be
made to a minor, the Administrator may direct that such distribution be
paid to the legal guardian, or if none, to a parent of such minor or an
adult with whom the beneficiary maintains his residence, or to the
custodian for such beneficiary under the Uniform Gift to Minors Act if
permitted by the laws of the state in which the beneficiary resides. Any
payment made pursuant to this section in good faith shall be a payment for
the Account of the Participant and shall be a complete discharge from any
liability of the Fund or the Trustee.






	12.9	 	Location of Participant or Beneficiary Unknown. If the Administrator is
unable to pay benefits from the Plan to any Participant or beneficiary due
to the Administrator’s inability to locate such Participant or
beneficiary, after forwarding a registered letter, return receipt
requested, to the last known address of such Participant or beneficiary
and after further diligent effort, the amount to be distributed may be
treated as a forfeiture after the Participant incurs five consecutive
one-year Breaks in Service. If the Participant or beneficiary is located
subsequent to the allocation of the forfeiture, the forfeited amount
should be restored, first from forfeitures, if any, then Income and, last,
as an additional Employer contribution. In the event a Participant or
beneficiary cannot be located upon termination of the Plan, any amount
payable to such Participant or beneficiary shall be transferred at the
earliest possible date to the state of the Participant’s or beneficiary’s
last known address pursuant to the terms of that state’s abandoned
property law or as otherwise permitted by law. Upon such transfer, the
Employer, Administrator and Trustee shall have no further liability for
the amount so transferred.






	12.10	 	Service in More Than One Fiduciary Capacity. Any individual, entity or
group of persons may serve in more than one fiduciary capacity with
respect to the Plan and Trust Fund.






	12.11	 	Offset. In the event any payment is made by the Trustee to any
individual who is not entitled to such payment, the Trustee shall have the
right to reduce future payments due to such individual by the amount of
any such erroneous payment. This right of offset, however, shall not
limit the rights of the Trustee to recover such overpayments in any other
manner.






	12.12	 	Military Service. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code
section 414(u).






	12.13	 	Construction. Except to the extent preempted by the Employee Retirement
Income Security Act of 1974, the laws of the State of Wisconsin, as
amended from time to time, shall govern the




47









 






	 	 	construction and application of the Plan. Words used in the masculine
gender shall include the feminine and words in the singular shall include
the plural, as appropriate. Any mention of “Articles,” “sections” and
subdivisions thereof, unless stated specifically to the contrary, refers
to Articles, sections or subdivisions in the Plan. All references to
statutory sections shall include the section so identified, as amended
from time to time, or any other statute of similar import. If any
provisions of the Code or the Employee Retirement Income Security Act of
1974 render any provision of this Plan unenforceable, such provision
shall be of no force and effect only to the minimum extent required by
such law.






	12.14	 	Retroactive Effective Dates for GUST Amendments. The following
provisions of the Plan shall be effective as of the date indicated in
order to comply with the Uruguay Round Agreements Act (“GATT”), the
Uniformed Services Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996, the Taxpayer Relief Act of
1997, Internal Revenue Service Restructuring and Reform Act of 1998 and
the Community Renewal Tax Relief Act of 2000 (referred to collectively as
“GUST”):






	 	(a)	 	Family Aggregation. The family aggregation rules of Code
section 401(a)(17) as in effect prior to their repeal are deleted
from section 1.2(f) of the Plan effective for Plan Years beginning
on or after January 1, 1997.
	 
	 	(b)	 	Leased Employees. The definition of Leased Employee in
section 1.2 of the Plan is changed effective for Plan Years
beginning on or after January 1, 1997.
	 
	 	(c)	 	Defined Contribution Dollar Limit. The defined contribution
dollar limitation of section 5.1(a) is changed under GATT, effective
for years beginning after December 31, 1994.
	 
	 	(d)	 	Compensation for Purposes of Code Section 415. The
definition of Compensation in section 5.1(c) of the Plan is amended
effective for limitation years beginning on or after January 1,
1998.
	 
	 	(e)	 	Inclusion of Elective Deferrals in Compensation. Elective
deferrals shall be included in the definition of Compensation for
purposes of section 5.1, effective for limitation years beginning on
or after January 1, 1998.
	 
	 	 	 	For limitation years beginning on and after January 1, 2001, for
purposes of applying the limitations described in Article 5 of the
Plan, Compensation paid or made available during such limitation
years shall include elective amounts that are not includible in the
gross income of the Employee by reason of Code section 132(f)(4).
This amendment shall also apply to the definition of Compensation
for purposes of section 1.2 of the Plan for Plan Years beginning on
and after January 1, 2001.
	 
	 	(f)	 	Code Section 415(e). The combined defined benefit and
defined contribution limits of Code section 415(e) do not apply to
the Plan for Plan Years beginning on or after January 1, 2000.
	 
	 	(g)	 	ADP and ACP Testing. The actual deferral percentage (“ADP”)
test of section 5.3 and the actual contribution percentage (“ACP”)
test of section 5.4 are changed effective for Plan Years beginning
on or after January 1, 1997.
	 
	 	(h)	 	Distributions of Excess Contributions. Changes to the
provisions relating to distribution of excess contributions and
deferrals under sections 5.3(c) and 5.4(c) are effective for Plan
Years beginning after December 31, 1996, in accordance with the
Small Business Job Protection Act of 1996.




48









 






	 	(i)	 	Highly Compensated Employee. The definition of Highly
Compensated Employee in section 5.6 of the Plan is effective for
Plan Years beginning on or after January 1, 1997.
	 
	 	(j)	 	$5,000 Mandatory Cashout Amount. The mandatory cashout limit
is raised from $3,500 to $5,000 effective October 1, 1998. The
increase to $5,000 of the mandatory cashout amount in section 7.1(a)
shall apply to the Accounts of all Participants regardless of when
their Employment terminated. For mandatory distributions made prior
to March 22, 1999, the Participant’s Account could not exceed $5,000
at the time distribution or at the time of any prior distribution
or, for distribution made on or after October 17, 2000, at any time
while the Participant’s Account is in pay status.
	 
	 	(k)	 	Eligible Rollover Distribution. Effective for distributions
made on or after January 1, 1999, an eligible rollover distribution
does not include a hardship distribution described in Code section
401(k)(2)(B)(i)(IV).
	 
	 	(l)	 	Nonalienation of Benefits. The nonalienation of benefits
provision of section 12.4 is expanded to include certain judgments,
orders, decrees or settlement agreements entered into on or after
August 5, 1997.
	 
	 	(m)	 	Qualified Military Service. The section 12.12 provision
relating to qualified military service is effective as of December
12, 1994.





This document reflects the provisions of the Reinhart Boerner Van Deuren s.c.
Volume Submitter Master Document. The Master Document has been reviewed in
advance by the Internal Revenue Service (the “IRS”). Use of the Volume
Submitter Master Document results in (1) expedited IRS review of the Company’s
plan and (2) lower IRS filing fees. Except for the Company’s own retirement
plan purposes, this document is copyrighted and cannot be reproduced, in whole
or in part, without the express prior written permission of Reinhart Boerner
Van Deuren s.c.



49









 








TUFCO TECHNOLOGIES, INC.

PROFIT SHARING SAVINGS AND INVESTMENT PLAN




APPENDIX A




AMENDMENT OF THE PLAN FOR EGTRRA




This Plan amendment is adopted to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided, this amendment shall be effective as of the first day of
the first plan year beginning after December 31, 2001.



This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.



AMENDMENTS TO ARTICLE 1




THE PLAN AND DEFINITIONS





	A.1.2(f)	 	 Increase in Compensation Limit. The annual Compensation of each
Participant taken into account in determining allocations for any Plan
Year beginning after December 31, 2001 shall not exceed $200,000, as
adjusted for cost-of-living increases in accordance with Code section
401(a)(17)(B). Annual Compensation means Compensation during the Plan
Year, or such other consecutive 12-month period over which Compensation is
otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year.





AMENDMENTS TO ARTICLE 3




CONTRIBUTIONS AND ALLOCATIONS





	A.3.2	 	 Catch-Up Contributions. Effective for contributions on or after January
1, 2004, all Participants shall be eligible to make catch-up contributions
in accordance with, and subject to, the limitations of Code section 414(v)
provided a participant is:






	 	(a)	 	eligible to make elective contributions under the
Plan; and
	 
	 	(b)	 	at least age 50 prior to the end of the Plan Year.






	 	 	The Company shall not make a matching contributions with respect to
any catch-up contributions.
	 
	 	 	The Administrator shall not take such catch-up contributions into
account for purposes of determining the required limitations of Code
section 402(g) as described in section 3.2(b) of the Plan or Code
section 415 as described in Article 5 of the Plan. The Plan shall
not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code sections 401(k)(3), 401(k)(11),
401(k)(12), 410(b) or 416, as applicable, by reason of the making of
such catch-up contributions.






	A.3.6 	 	Rollover Contributions. In addition to rollover contributions specified
in section 3.6 of the Plan, the Plan will also accept participant
contributions of an eligible rollover distribution and




50









 






	 	 	direct rollovers of
distributions made after January 1, 2004 from:






	 	(a)	 	a qualified plan described in Code section 401(a) or
403(a);
	 
	 	(b)	 	an annuity contract described in Code section 403(b);
and
	 
	 	(c)	 	an eligible plan under Code section 457(b) which is
maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of
a state.






	 	 	The Plan will not accept a direct rollover of contributions
consisting of after-tax employee contributions. The Plan will not
accept a participant rollover contribution of the portion of a
distribution from an individual retirement account or annuity
described in section 408(a) or 408(b) of the Code that is eligible to
be rolled over and would otherwise be includible in gross income. A
direct rollover from a conduit individual retirement account or
annuity will continue to be accepted by the Plan.





AMENDMENTS TO ARTICLE 5




CONTRIBUTION AND ALLOCATION RESTRICTIONS





	A.5.1	 	Section 415 Limitations on Contributions. This section shall be
effective for limitation years beginning on or after January 1, 2002.
The annual addition that may be contributed or allocated to a
Participant’s Account for any limitation year shall not exceed the lesser
of:






	 	(a)	 	$40,000, as adjusted for increases in the
cost-of-living under Code section 415(d), or
	 
	 	(b)	 	100% of the Participant’s compensation, within the
meaning of Code section 415(c)(3), for the limitation year.






	 	 	The compensation limit referred to in (b) shall not apply to any
contribution for medical benefits after separation from service
(within the meaning of Code sections 401(h) or 419A(f)(2)) which is
otherwise treated as an annual addition.






	A.5.2	 	 Modification of Top-Heavy Rules. This section shall apply for purposes
of determining whether the Plan is top-heavy under Code section 416(g) for
Plan Years beginning on or after January 1, 2002, and whether the Plan
satisfies the minimum benefits requirements of Code section 416(c) for
such years.






	 	(a)	 	Determination of Top-Heavy Status.






	 	(1)	 	Key Employee. “Key Employee” means any
Employee or former Employee (including any deceased
Employee) who, at any time during the Plan Year which
includes the determination date, was:






	 	(A)	 	an officer of the Employer having
annual compensation greater than $130,000 (as adjusted
under Code section 416(i)(1) for Plan Years beginning
on or after January 1, 2003),
	 
	 	(B)	 	a 5% owner of the Employer, or
	 
	 	(C)	 	a 1% owner of the Employer having
annual compensation in excess of
$150,000.






	 	 	 	For this purpose, annual compensation means compensation
within the meaning




51









 






	 	 	 	of Code section 415(c)(3). The
determination of who is a Key Employee will be made in
accordance with Code section 416(i)(1) and the applicable
regulations and other guidance of general applicability
issued thereunder.






	 	(b)	 	Determination of Present Values and Amounts. This
section A.5.2 shall apply for purposes of determining the
Account balances of Employees as of the determination date.






	 	(1)	 	Distributions During Year Ending on the
Determination Date. The Account balances of an Employee as
of the determination date shall be increased by any
distributions made with respect to the Employee under the
Plan and any plan aggregated with the Plan under Code
section 416(g)(2) during the one-year period ending on the
determination date. The preceding sentence shall also
apply to distributions under a terminated plan which, had
it not been terminated, would have been aggregated with the
Plan under Code section 416(g)(2)(A)(i).
	 
	 	 	 	In the case of a distribution made for a reason other than
severance from employment, death, or disability, this
provision shall be applied by substituting “five-year
period” for “one-year period.”
	 
	 	(2)	 	Accounts of Non-Active Employees. The
Accounts of any individual who has not performed services
for the Employer during the one-year period ending on the
determination date shall not be taken into account.






	 	(c)	 	Minimum Benefits.






	 	(1)	 	Coordination with Other Plans. There shall
be no duplication of the minimum benefits required under
Code section 416. The required top-heavy Employer
contributions for any Plan Year for the benefit of each
Participant who was not a Key Employee and who is a
Participant in another qualified plan maintained by the
Employer shall not be less than 5% of such Participant’s
compensation, unless the top-heavy benefit is provided
under a defined benefit plan.
	 
	 	(2)	 	Matching Contributions. If the Employer
makes matching contributions to the Plan, the matching
contributions shall be taken into account for purposes of
satisfying the minimum contribution requirements of Code
section 416(c)(2) and the Plan. The preceding sentence
shall apply with respect to matching contributions under
the Plan or, if the Plan provides that the minimum
contribution requirement shall be met in another plan, such
other plan. Employer matching contributions used to
satisfy the minimum contribution requirements shall be
treated as matching contributions for purposes of the
actual contribution percentage test (section 5.4 of the
Plan) and other requirements of Code section 401(m).






	 	(d)	 	Exemption from Top-Heavy Rules. The top-heavy
requirements of Code section 416 and section 5.2 of the Plan
shall not apply for any Plan Year beginning on or after January
1, 2002, during which the Plan consists solely of a cash or
deferred arrangement which meets the requirements of Code
section 401(k)(12) and matching contributions with respect to
which the requirements of Code section 401(m)(11) are met.






	A.5.4	 	Repeal of Multiple Use Test. The multiple use test described in
Treasury Regulation
section 1.401(m)-2 and section 5.4 of the Plan shall not apply for
Plan Years beginning after December 31, 2001.




52









 











AMENDMENTS TO ARTICLE 7

DISTRIBUTIONS





	A.7.1 	 	Elimination of “Same Desk Rule”. The introductory paragraph of section
7.1 shall be replaced with the following:






	 	7.1	 	Timing of Distributions. Distribution of a
Participant’s Account shall not begin before the
Participant’s termination of Employment, unless
specifically authorized in the Plan.






	A.7.1(a)	 	 Exclusion of Rollover Contributions in Determining Mandatory
Cashouts. Effective for distributions made after December 31,
2003, the value of a Participant’s nonforfeitable Account balance
shall be determined without regard to that portion of the Account
balance which is attributable to rollover contributions (and
earnings allocable thereto) within the meaning of Code sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), 417(e)(1) and (2)
and 457(e)(16) for purposes of mandatory cashouts of Accounts
pursuant to section 7.1 of the Plan. If the value of the
Participant’s vested Account balance as so determined is $5,000
or less, the Plan shall immediately distribute the Participant’s
entire vested Account.






	A.7.2	 	 Direct Rollovers of Plan Distributions. For purposes of the
direct rollover provisions in section 7.2 of the Plan, the
following shall be effective for distributions made on or after
January 1, 2002:






	 	(a)	 	Modification of Definition of Eligible Retirement
Plan. For purposes of the direct rollover provisions in section
7.2 of the Plan, an eligible retirement plan shall also mean an
annuity contract described in Code section 403(b) and an
eligible plan under Code section 457(b) which is maintained by a
state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred
into such plan from this Plan. The definition of eligible
retirement plan shall also apply in the case of a distribution
to a surviving spouse, or to a spouse or former spouse who is
the alternate payee under a qualified domestic relation order,
as defined in Code section 414(p).






	 	(b)	 	Exclusion of Hardship Distributions. Any amount that
is distributed on account of hardship under Article 7 of the
Plan shall not be an eligible rollover distribution.
Accordingly, the distributee may not elect to have any portion
of such a distribution paid to an eligible retirement plan.






	A.7.5	 	 Plan Loans for Owner-Employees and Shareholder Employees. Effective
for Plan loans made after December 31, 2001, Plan provisions
prohibiting loans to any owner-employee or shareholder-employee
shall cease to apply.






	A.7.6	 	 Hardship Withdrawals.






	 	(a)	 	Reduction of Suspension Period Following Hardship
Withdrawals. A Participant who receives a distribution of
Elective Contributions on account of a hardship shall be
prohibited from making Elective Contributions pursuant to this
Plan or any other qualified or nonqualified plan of deferred
compensation (excluding health or welfare plans) maintained by
the Employer or a Related Employer in accordance with the
following:







	 	(1)	 	Hardship Withdrawals Paid On or After
January 1, 2004. For at least six months after receipt of
the withdrawn amount.




53









 












	 	(2)	 	Hardship Withdrawals Paid in 2003. For
at least six months after receipt of the hardship
withdrawal or until January 1, 2004, if later.




54









 











TUFCO TECHNOLOGIES, INC.

PROFIT SHARING SAVINGS AND INVESTMENT PLAN




APPENDIX B




IRS MODEL AMENDMENT FOR MINIMUM DISTRIBUTION REQUIREMENTS




This Plan amendment is adopted to comply with final and temporary regulations
under § 401(a)(9) of the Internal Revenue Code pursuant to Revenue Procedure
2002-29. This amendment shall supersede the provisions of the Plan in Article
7 to the extent those provisions are inconsistent with the provisions of this
amendment. This Plan provides for lump sum distributions only. The provisions
of this Appendix B shall in no way imply that a Participant may request a form
of payment other than a lump sum.



ARTICLE B-1




GENERAL RULES





	B.1.1	 	 Effective Date. The Administrator shall apply the provisions of
this Appendix for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar
year.






	B.1.2 	 	Requirements of Treasury Regulations Incorporated. All
distributions required under this Appendix shall be determined and
made in accordance with the Treasury regulations under Code section
401(a)(9).






	B.1.3	 	 TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Appendix, distributions may be made under a
designation made before January 1, 1984, in accordance with section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
and the provisions of section 7.4(d) of the Plan that relate to
section 242(b)(2) of TEFRA.





ARTICLE B-2




TIME AND MANNER OF DISTRIBUTION





	B.2.1	 	 Required Beginning Date. The Participant’s vested Account balance
will be distributed, or begin to be distributed, to the Participant
no later than the Participant’s required beginning date.






	B.2.2	 	 Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant’s vested Account
balance will be distributed, or begin to be distributed, no later
than as follows:






	 	(a)	 	Spouse Beneficiary. If the Participant’s surviving spouse is
the Participant’s sole designated beneficiary, distributions to the
surviving spouse shall begin no later than the December 31 of the
calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which
the Participant would have attained age 70-1/2, if later.
	 
	 	(b)	 	Non-Spouse Beneficiary. If the Participant’s surviving
spouse is not the Participant’s sole designated beneficiary, then
distributions to the designated beneficiary shall begin by
December 31 of the calendar year immediately following the calendar
year in which the Participant died.




55









 






	 	(c)	 	No Designated Beneficiary. If there is no designated
beneficiary as of September 30 of the year following the calendar
year of the Participant’s death, the Participant’s entire vested
Account shall be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
	 
	 	(d)	 	Surviving Spouse Beneficiary Dies Prior to Receiving
Benefits. If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary and the surviving spouse
dies after the Participant but before distributions to the surviving
spouse begin, distribution shall be made in accordance with (b) or
(c) above as if the surviving spouse were the Participant.






	B.2.3	 	 Distribution Beginning Date. For purposes of section B.2.2 above and
Article 4 below, distributions are considered to begin as follows:






	 	(a)	 	Unless section B.2.2 (d) above applies, distributions are
considered to begin on the Participant’s required beginning date.
	 
	 	(b)	 	If section B.2.2 (d) above applies, distributions are
considered to begin on the date distributions are required to begin
to the surviving spouse under section B.2.2 (a) above.
	 
	 	(c)	 	If distributions made under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant’s required beginning date (or to the Participant’s
surviving spouse before the date distributions are required to begin
to the surviving spouse under section B.2.2 (a) above), the date
distributions are considered to begin is the date distributions
actually commence.






	B.2.4	 	 Forms of Distribution.






	 	(a)	 	Unless the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum
on or before the required beginning date, distributions shall be
made in accordance with Articles B-3 and B-4 of this Appendix as of
the first distribution calendar year.
	 
	 	(b)	 	If the Participant’s vested Account balance is distributed in
the form of an annuity purchased from an insurance company,
distributions thereunder shall be made in accordance with the
requirements of Code section 401(a)(9) and the Treasury regulations.





ARTICLE B-3




REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME





	B.3.1	 	 Amount of Required Minimum Distribution For Each Distribution Calendar
Year. During the Participant’s lifetime, the minimum amount that shall be
distributed for each distribution calendar year is the lesser of:






	 	(a)	 	The quotient obtained by dividing the Participant’s vested
Account balance by the distribution period in the Uniform Lifetime
Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s age as of the Participant’s
birthday in the distribution calendar year; or
	 
	 	(b)	 	If the Participant’s spouse is the Participant’s sole
designated beneficiary for the distribution calendar year, the
quotient obtained by dividing the Participant’s vested Account
balance by the number in the Joint and Last Survivor Table set forth
in section 1.401(a)(9)-9 of the




56









 






	 	 	 	Treasury regulations, using the
Participant’s and spouse’s attained ages as of the Participant’s and
spouse’s birthdays in the distribution calendar year.






	B.3.2	 	 Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions shall be determined
under this Article B-3 beginning with the first distribution calendar year
and up to and including the distribution calendar year that includes the
Participant’s date of death.





ARTICLE B-4




REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH




	B.4.1 	 	 Death On or After Date Distributions Begin.
 







	 	(a)	 	Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there
is a designated beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of
the Participant’s death is the quotient obtained by dividing the
Participant’s vested Account balance by the longer of the remaining
life expectancy of the Participant or the remaining life expectancy
of the Participant’s designated beneficiary, determined as follows:






	 	(1)	 	The Participant’s remaining life expectancy is
calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.
	 
	 	(2)	 	If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, the remaining life
expectancy of the surviving spouse is calculated for each
distribution calendar year after the year of the Participant’s
death using the surviving spouse’s age as of the spouse’s
birthday in that year. For distribution calendar years after
the year of the surviving spouse’s death, the remaining life
expectancy of the surviving spouse is calculated using the age
of the surviving spouse as of the spouse’s birthday in the
calendar year of the spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(3)	 	If the Participant’s surviving spouse is not the
Participant’s sole designated beneficiary, the designated
beneficiary’s remaining life expectancy is calculated using the
age of the beneficiary in the year following the year of the
Participant’s death, reduced by one for each subsequent year.






	 	(b)	 	No Designated Beneficiary. If the Participant dies on or
after the date distributions begin and there is no designated
beneficiary as of September 30 of the year after the calendar year
of the Participant’s death, the minimum amount that will be
distributed for each distribution calendar year after the year of
the Participant’s death is the quotient obtained by dividing the
Participant’s vested Account balance by the Participant’s remaining
life expectancy calculated using the age of the Participant in the
year of death, reduced by one for each subsequent year.






	B.4.2 	 	Death Before Date Distributions Begin.






	 	(a)	 	Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the
Participant’s death is the quotient obtained by dividing the
Participant’s vested Account balance by the remaining life




57









 






	 	 	 	expectancy of the Participant’s designated beneficiary, determined
as provided in section B.4.1.
	 
	 	(b)	 	No Designated Beneficiary. If the Participant dies before the
date distributions begin and there is no designated beneficiary as
of September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.
	 
	 	(c)	 	Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the
date distributions begin, the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving
spouse under section B.2.2 (a) above, this section B.4.2 will apply
as if the surviving spouse were the Participant.





ARTICLE B-5




DEFINITIONS





	B.5.1	 	 Designated Beneficiary. The individual who is designated as the beneficiary under the Plan and is the designated
beneficiary under Code section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.






	B.5.2	 	 Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning
before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant’s required beginning date. For distributions beginning after the
Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to
begin under section B.2.2. The required minimum distribution for the Participant’s first distribution calendar year will
be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution
calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s
required beginning date occurs, will be made on or before December 31 of that distribution calendar year.






	B.5.3	 	 Life Expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury
regulations.






	B.5.4	 	 Participant’s Vested Account Balance. The vested Account balance as of the last Valuation Date in the calendar year
immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account balance as of dates in the distribution calendar
year after the Valuation Date and decreased by distributions made in the distribution calendar year after the Valuation
Date. The vested Account balance for the valuation calendar year includes any amounts rolled over or transferred to the
Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the
valuation calendar year.






	B.5.5	 	 Required Beginning Date. The date specified in section 7.4 of the Plan.




58